SAMSUNG ELECTRONICS Co., Ltd. Interim Business Report For the quarter ended September 30, 2014 Note about forward-looking statements Certain statements in the document, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our financial reports available on our website. Samsung Electronics 2014 Interim Business Report 1 / 152 Table of Contents Certification ........................................................................................................................................................................... 3 I. Corporate Overview .................................................................................................................................................... 4 II. Businesses Overview................................................................................................................................................ 20 III. Management Discussion and Analysis.................................................................................................................... 53 IV. Corporate Governance and Affiliates ...................................................................................................................... 54 V. Information on Shareholders ................................................................................................................................... 92 VI. Executives and Employees ...................................................................................................................................... 98 VII. Related Party Transactions .................................................................................................................................... 105 VIII. Other Information Related to Investment Protection ........................................................................................... 109 IX. Auditor’s Report ...................................................................................................................................................... 115 X. Financial Statements............................................................................................................................................... 117 XI. Summary of Significant Accounting Policies ....................................................................................................... 133 XII. Supplementary Information .................................................................................................................................... 148 Samsung Electronics 2014 Interim Business Report 2 / 152 Certification Letter of Certification We, Oh-Hyun Kwon and Sang-Hoon Lee, as CEO and director of the company in charge of reporting, certify that we have reviewed the interim business report of Samsung Electronics Co., Ltd. for the quarter ended September 30, 2014. Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary that would be misleading with respect to the period covered by this report. Based on our knowledge, the financial statements, and other financial information included in the report, fairly present in all materials respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report. We confirm that Samsung Electronics operates an Internal Accounting Management System, responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting, as defined in Article 2.2 and 2.3 of the External Audit Act. We have disclosed our most recent evaluation of internal controls over financial reporting to the Company’s auditors and to the audit committee of the Company’s board of directors. Date: 2014. 11. 14 Samsung Electronics 2014 Interim Business Report 3 / 152 I. Corporate Overview 1. Overview A. Legal, Commercial Name: - Samsung Electronics Co., Ltd. B. Date of Establishment: - Samsung Electronics (“SEC” or `“The Company”) was established as Samsung Electronics Industry Co., Ltd. on January 13, 1969, held an Initial Public Offering on June 11, 1975. - The Company changed its name from Samsung Electronics Industry Co., Ltd. to Samsung Electronics Co., Ltd. in accordance with the resolution of the Annual General Meeting of Shareholders on February 28, 1984. C. Address, Phone Number, and Website of the corporate headquarter - Address: 129, Samsung-ro, Yeongtong-gu, Suwon, Gyeonggi-do, Korea - Phone Number: 82-31-200-1114 - Website: http:// www.samsung.com/us D. The Company is not subject to Article 2 of the Framework Act on Small and Medium Enterprises. E. Core Businesses - The Company independently manages three independent divisions, CE (Consumer Electronics), IM (Information Technology & Mobile Communications), and DS (Device Solutions). Products in each division are presented below: Division Products CE CTV, Monitor, Printer, Air Conditioner, Refrigerator, Washing Machine, Medical Devices, etc. IM HHP, Network System, Computer, Digital Camera, etc. DS DRAM, NAND Flash, Mobile AP, LCD panel, OLED panel, LED, etc. The Company is a global electronics company comprised of the headquarters in Korea and 158 subsidiaries across the world including nine (9) regional headquarters for the CE and IM divisions and five (5) regional headquarters for the DS division. [CE Division] The CE division is leading the global digital era by continuously offering new products with innovative technology, unique design, and value. CTV is the core product of the CE. The Company has maintained its market leadership position for the past eight (8) consecutive years through competitive advantage in hardware products such as LCD and LED TV as well as software driven product features with our Smart TV product portfolio. Samsung Electronics 2014 Interim Business Report 4 / 152 [IM Division] The IM division is leading mobile lifestyle innovation with consumer-friendly products such as the premium brand ‘GALAXY’ series, while driving the paradigm shift in the market beyond mobile convergence to focus on software. The IM division is focused on meeting market demands by enhancing mobile product differentiation through integration of key features from various product categories. In addition to HHP products including smartphones, the IM division is also leading technological development and standardization in the global networks system market including Long Term Evolution (LTE). [DS Division] The DS division is comprised of semiconductor and display businesses. The semiconductor business is divided into memory and System LSI businesses. The memory business manufactures and sells DRAM and NAND products. The System LSI business manufactures Mobile AP (Application Processors) and various sensors including CIS (Central Imaging Sensors). The display business manufactures and sells display panels, including TFT-LCD and OLED. The memory business produces differentiated products and has maintained number one position in the global memory market by applying advanced process technology. The System LSI business is leading the industry shift from PC to mobile. For display business, the Company is leading the market with technological development and investment resulting in superior quality and cost competitiveness in TFT-LCD and increasing applications of OLED panels in various IT products. ☞ Refer to 『II. Businesses Overview』, for more details about each division Samsung Electronics 2014 Interim Business Report 5 / 152 F. Affiliates The Company is an affiliate of Samsung Group under the Monopoly Regulation and Fair Trade Act. As at September 30, 2014, Samsung Group had a total of seventy (70) domestic affiliates, where four (4) new affiliates (Samsung Welstory, Seoul Lakeside CC, Samsung Card Customer Service, and Shilla Stay) were included and nine (9) affiliates (Samsung Corning Precision Materials, Samsung SNS, Global Tech, 365Homecare, Samsung Petrochemical, Cheil Industries, World Cyber Games, SMP, and SKKU dormitory) were excluded. Among the Samsung Group’s seventy (70) domestic affiliates, sixteen (16) affiliates including Samsung Electronics are listed, and fifty-four (54) affiliates are unlisted. [As of Sep 30, 2014] No. of affiliates Name of affiliates Samsung C&T, Samsung Electronics, Samsung SDI, Samsung Techwin, SEMCO, Samsung Heavy Industries, Listed 16 Samsung Card, Samsung Life Insurance, Hotel Shilla, Samsung Fire & Marine Insurance, Samsung Securities, Samsung Fine Chemicals, Samsung Engineering, S1, Cheil Worldwide, CREDU Cheil Industries(formerly Samsung Everland), Samsung SDS, Samsung General Chemicals, Samsung Total Petrochemicals, Samsung Lions, SERI, STECO, Samsung Thales, SEMES, Samsung Electronics Sales, Samsung Electronics Service, Samsung Electronics Logitech, Hantok Chemicals, CVnet Corporation, Care Camp, Allat., SECUI, Gacchinet, Open Tide Korea, Samsung Futures, Samsung Venture Investment Corporation, Samsung Asset Management, Saengbo, SD Flex, Samsung Claim Adjustment Service, Samsung Unlisted 54 Fire & Marine Insurance Service, S-Core, Suwon Samsung Bluewings FC, Human TSS, RAY, Songdo Land Mark City, S-1CRM, OpenHands, S-EnPol, Samsung Medison, Samsung Biologics, STM, Nuri Solution, Colombo Korea, Samsung Life Service, Miracom, SU Materials, Natural9, Samsung Display, Samsung Bioepis, Samsung Corning Advanced Glass , Daejung Offshore Wind Power Co., Ltd., Samsung SRA Asset Management, Jeongahm Wind Power, Samsung SGL Carbon Composite Materials, Samsung Welstory, Samsung Card Customer Service, Seoul Lakeside CC, Shilla Stay Total 70 ※ The former Cheil Industries merged with Samsung SDI in July 2014, and Samsung Everland has been renamed as Cheil Industries. ☞ Refer to 『4. Affiliates and Subsidiaries』 in 『IV. Corporate Governance and Affiliates』 for more details about domestic and overseas affiliates. Samsung Electronics 2014 Interim Business Report 6 / 152 G. Subsidiaries Subject to Consolidated Financial Statements As at September 30, 2014, Samsung Electronics’ consolidated subsidiaries totaled 158 with ten(10) subsidiaries being newly included and five(5) subsidiaries being excluded as compared to December 31, 2013. Below is the list of consolidated subsidiaries. (Unit: KRW million) Dec 31, 2013 Assets % ownership Classified as major subsidiary (Y/N) Sale of electronic goods 12,248,560 Over 50% Y 1998.03 Receivable management 2,780,689 Over 50% Y Samsung Semiconductor Inc. 1983.07 Sale of semiconductors and DP 7,346,339 Over 50% Y Samsung Electronics Canada Inc. 1980.07 Sale of electronic goods 522,775 Over 50% Y Samsung Information Systems America Inc. 1988.10 R&D 184,101 Over 50% Y Grandis, Inc. 2002.06 R&D 108,037 Over 50% Y Samsung International Inc. 1983.10 Production of CTV and monitors 34,424 Over 50% N Samsung Mexicana S.A. de C.V 1988.03 Production of electronic goods 1,065,830 Over 50% Y Samsung Telecommunications America LLC. 1992.01 Sale of telecom products 4,735,432 Over 50% Y Samsung Austin Semiconductor LLC. 1996.02 Production of semiconductors 6,393,348 Over 50% Y Samsung Electronics Mexico S.A. De C.V. 1995.07 Sale of electronic goods 1,554,638 Over 50% Y SEMES America Inc. 1998.10 Semiconductor equipment 1,090 Over 50% N Samsung Electronics Digital Appliance Mexico, SA de CV 2012.12 Production of electronic goods 503,513 Over 50% Y Samsung Electronics Latinoamerica Miami, Inc. 1995.05 Sale of electronic goods 259,165 Over 50% Y Nvelo, Inc. 2010.05 Software 1,519 Over 50% N Samsung Electronics Latinoamerica (Zona Libre) 1989.04 Sale of electronic goods 375,274 Over 50% Y Samsung Electronics Venezuela, C.A. 2010.05 Marketing and services 8,928 Over 50% N Samsung Electronica Colombia S.A. 1997.03 Sale of electronic goods 327,320 Over 50% Y Samsung Electronics Panama. S.A. 2012.07 Consulting 3,549 Over 50% N Samsung Electronica da Amazonia Ltda. 1994.10 Production and sale of electronic goods 3,429,136 Over 50% Y Samsung Electronics Argentina S.A. 1996.06 Marketing and services 49,454 Over 50% N Samsung Electronics Chile Limitada 2002.12 Sale of electronic goods 492,709 Over 50% Y Samsung Electronics Peru S.A.C. 2010.04 Sale of electronic goods 150,228 Over 50% Y Samsung Electronics (UK) Ltd. 1995.07 Sale of electronic goods 1,393,507 Over 50% Y Samsung Electronics(London) Ltd. 1999.01 Holding company 7,647 Over 50% N Samsung Electronics Holding GmbH 1982.02 Holding company 886,338 Over 50% Y Samsung Semiconductor Europe GmbH 1987.12 Sale of semiconductors and DP 1,016,296 Over 50% Y Samsung Electronics GmbH 1984.12 Sale of electronic goods 1,214,277 Over 50% Y Samsung Electronics Iberia, S.A. 1989.01 Sale of electronic goods 783,438 Over 50% Y Samsung Electronics France S.A.S 1988.01 Sale of electronic goods 1,157,900 Over 50% Y Samsung Electronics Hungarian Private Co. Ltd. 1989.10 Production and sale of electronic goods 1,249,691 Over 50% Y Name of Subsidiaries Date of Establishment Major business Samsung Electronics America Inc. 1978.07 Samsung Receivables Corporation Samsung Electronics 2014 Interim Business Report 7 / 152 % ownership Classified as major subsidiary (Y/N) 170,011 Over 50% Y Sale of electronic goods 1,004,423 Over 50% Y 1991.05 Logistics 1,903,892 Over 50% Y Samsung Electronics Benelux B.V. 1995.07 Sale of electronic goods 1,290,124 Over 50% Y Samsung Display Slovakia s.r.o. 2007.03 DP Processing 299,196 Over 50% Y Samsung Electronics Romania LLC 2007.09 Sale of electronic goods 144,702 Over 50% Y Samsung Electronics Polska, SP.Zo.o 1996.04 Sale of electronic goods 557,370 Over 50% Y Samsung Electronics Portuguesa S.A. 1982.09 Sale of electronic goods 132,631 Over 50% Y Samsung Electronics Nordic Aktiebolag 1992.03 Sale of electronic goods 533,252 Over 50% Y Samsung Nanoradio Design Center 2004.02 R&D 21,737 Over 50% N Samsung Semiconductor Europe Ltd. 1997.04 Sale of semiconductor and DP 98,884 Over 50% Y Samsung Electronics Austria GmbH 2002.01 Sale of electronic goods 323,756 Over 50% Y Samsung Electronics Slovakia s.r.o 2002.06 Production of CTV and monitors 1,764,078 Over 50% Y Samsung Electronics European Holding Cooperatief U.A. 2008.10 Holding company 5,780,302 Over 50% Y Samsung Electronics Poland Manufacturing SP.Zo.o 2010.02 Production of home appliances 373,469 Over 50% Y Samsung Electronics Greece S.A. 2010.04 Sale of electronic goods 108,514 Over 50% Y Nanoradio Hellas AE 2007.11 R&D 21,737 Over 50% N Samsung Denmark Research Center ApS 2012.09 R&D 22,520 Over 50% N Samsung France Research Center SARL 2012.10 R&D 22,406 Over 50% N Samsung Cambridge Solution Centre Limited 2012.09 R&D 132,919 Over 50% Y Samsung Electronics Baltics SIA 2001.10 Sale of electronic goods 44,495 Over 50% N Samsung Electronics Overseas B.V. 1997.01 Sale of electronic goods 173,644 Over 50% Y Samsung Electronics Rus LLC 1999.03 Marketing 12,392 Over 50% N Samsung Electronics Rus Company LLC 2006.10 Sale of electronic goods 1,410,054 Over 50% Y Samsung Electronics Ukraine LLC 2004.01 Marketing 79 Over 50% N Samsung Electronics Ukraine Company LLC 2008.09 Sale of electronic goods 189,644 Over 50% Y Samsung R&D Institute Rus LLC 2011.11 R&D 13,767 Over 50% N Samsung Electronics Kazakhstan LLP 2006.07 Marketing 964 Over 50% N Samsung Electronics Central Eurasia LLP 2008.09 Sale of electronic goods 161,062 Over 50% Y Samsung Electronics Rus Kaluga LLC 2007.07 Production of CTV 1,122,495 Over 50% Y Samsung Russia Service Centre LLC 1997.11 Service 41,567 Over 50% N Samsung Electronics West Africa 2010.03 Marketing 61,414 Over 50% Y Samsung Electronics East Africa 2011.12 Marketing 26,006 Over 50% N Samsung Gulf Electronics Co., Ltd. 1995.05 Sale of electronic goods 1,071,694 Over 50% Y Samsung Electronics Egypt S.A.E 2012.07 Production and sale of electronic goods 251,866 Over 50% Y Samsung Electronics Israel Ltd. 2012.09 Marketing 3,150 Over 50% N Name of Subsidiaries Date of Establishment Major business Samsung Electronics Czech and Slovak s.r.o. 2010.01 Sale of electronic goods Samsung Electronics Italia S.P.A. 1991.04 Samsung Electronics Europe Logistics B.V. Dec 31, 2013 Assets Samsung Electronics 2014 Interim Business Report 8 / 152 % ownership Classified as major subsidiary (Y/N) 1,667 Over 50% N 1,814 Over 50% N Sale of electronic goods 787,562 Over 50% Y 1984.12 Sale of electronic goods 674,173 Over 50% Y Samsung Semiconductor Israel R&D Center Ltd. 2007.10 R&D 22,940 Over 50% N Samsung Electronics Levant Co.,Ltd. 2009.07 Sale of electronic goods 403,713 Over 50% Y Samsung Electronics Morocco SARLAU 2009.11 Sale of electronic goods 88,406 Over 50% Y Samsung Japan Corporation 1975.12 Sale of electronic goods 1,174,832 Over 50% Y Samsung R&D Institute Japan Co. Ltd 1992.08 R&D 181,723 Over 50% Y Samsung Electronics Japan Co., Ltd. 2008.09 Sale of electronic goods 712,050 Over 50% Y Samsung Electronics Display (M) Sdn. Bhd. 1995.03 Production and sale of electronic goods 814,820 Over 50% Y Samsung Electronics (M) Sdn. Bhd. 1989.09 Production of home appliances 277,354 Over 50% Y Samsung Vina Electronics Co., Ltd. 1995.01 Production and sale of electronic goods 175,780 Over 50% Y Samsung Asia Private Ltd. 2006.07 Sale of electronic goods 2,425,585 Over 50% Y Samsung India Electronics Private Ltd. 1995.08 Production and sale of electronic goods 1,924,832 Over 50% Y Samsung R&D Institute India-Bangalore Private Ltd. 2005.05 R&D 147,900 Over 50% Y Samsung Electronics Australia Pty. Ltd. 1987.11 Sale of electronic goods 578,624 Over 50% Y PT Samsung Electronics Indonesia 1991.08 647,199 Over 50% Y PT Samsung Telecommunications Indonesia 2003.03 15,944 Over 50% N Thai Samsung Electronics Co., Ltd. 1988.10 1,476,296 Over 50% Y Samsung Electronics Philippines Corporation 1996.03 Sale of electronic goods 127,203 Over 50% Y Samsung Malaysia Electronics (SME) Sdn. Bhd. 2003.05 Sale of electronic goods 814,104 Over 50% Y Samsung R&D Institute BanglaDesh 2010.08 R&D 6,662 Over 50% N Samsung Electronics Vietnam Co., Ltd. 2008.03 Production of electronic goods 5,625,759 Over 50% Y Samsung Telecommunications Malaysia Sbn. Bhd. 2009.08 Sale of telecom systems and services 11,593 Over 50% N Samsung Display Dongguan Co., Ltd. 2001.11 DP production 1,015,838 Over 50% Y Samsung Display TianJin Co., Ltd. 2004.06 DP production 650,311 Over 50% Y Samsung Electronics Hong Kong Co., Ltd. 1988.09 Sale of electronic goods 1,188,620 Over 50% Y Suzhou Samsung Electronics Co., Ltd. 1995.04 Production of home appliances 645,699 Over 50% Y Samsung Suzhou Electronics Export Co., Ltd. 1995.04 Production of home appliances 352,780 Over 50% Y Samsung (CHINA) Investment Co., Ltd. 1996.03 Sale of electronic goods 8,406,438 Over 50% Y Samsung Mobile R&D Center, China-Guangzhou 2010.01 R&D 38,323 Over 50% N Samsung Tianjin Mobile Development Center 2010.08 R&D 28,245 Over 50% N Samsung Electronics Suzhou Semiconductor Co., Ltd. 1994.12 Semiconductor processing 660,374 Over 50% Y Samsung Electronics (Shandong) Digital Printing Co., Ltd. 1993.03 Production of printers 761,018 Over 50% Y Samsung Electronics Huizhou Co., Ltd. 1992.12 Production of electronic goods 4,599,200 Over 50% Y Name of Subsidiaries Date of Establishment Major business Samsung Electronics Tunisia S.A.R.L 2012.09 Marketing Samsung Electronics Pakistan(Private) Ltd. 2012.11 Marketing Samsung Electronics South Africa(Pty) Ltd. 1994.06 Samsung Electronics Turkey Production and sale of electronic goods Sale of telecom systems and services Production and sale of electronic goods Dec 31, 2013 Assets Samsung Electronics 2014 Interim Business Report 9 / 152 % ownership Classified as major subsidiary (Y/N) 907,752 Over 50% Y 1,390,404 Over 50% Y 44,780 Over 50% N Production of telecom products 2,939,027 Over 50% Y 2001.10 Sale of semiconductor and DP 1,310,109 Over 50% Y Samsung Electronics Suzhou Computer Co., Ltd. 2002.09 Production of electronic goods 846,670 Over 50% Y Samsung Display SuZhou Co., Ltd. 2002.09 DP Processing 554,424 Over 50% Y Samsung Suzhou LCD Co., Ltd 2011.07 DP Production 1,463,589 Over 50% Y Shenzhen Samsung Electronics Telecommunication Co., Ltd. 2002.02 Sale of telecom products 88,698 Over 50% Y Samsung Electronics Shanghai Telecommunication Co., Ltd. 2001.11 Sale of telecom and network products 1,411 Over 50% N Samsung Semiconductor (China) R&D Co., Ltd. 2003.04 R&D 18,982 Over 50% N Samsung Electronics China R&D Center 2004.05 R&D 25,429 Over 50% N Samsung (China) Semiconductor Co., Ltd. 2012.09 Semiconductor Production 3,752,682 Over 50% Y Samsung Electronics Hainan Fiberoptics Co., Ltd. 2004.04 Fiber optic and cable Production 111,367 Over 50% Y Samsung Electronics (Beijing) Service Company Ltd. 2005.01 Services 140,868 Over 50% Y Tianjin Samsung LED Co., Ltd. 2009.05 LED Productions 457,896 Over 50% Y Tianjin Samsung Opto-Electronics Co., Ltd. 1994.02 Camera/camcorder Production 241,957 Over 50% Y Samsung Display 2012.04 DP Sales and Production 35,754,894 Over 50% Y SU Materials 2011.08 DP component production 21,711 Over 50% N 91,556 Over 50% Y 669,232 Over 50% Y Name of Subsidiaries Date of Establishment Major business Tianjin Samsung Electronics Co., Ltd. 1993.04 Production of CTV and monitors Samsung Electronics Taiwan Co., Ltd. 1994.11 Sale of electronic goods Beijing Samsung Telecom R&D Center 2000.09 R&D Tianjin Samsung Telecom Technology Co., Ltd. 2001.03 Shanghai Samsung Semiconductor Co., Ltd. Semiconductor component production Semiconductor/FPD manufacturing equipment Dec 31, 2013 Assets STECO 1995.06 SEMES 1993.01 Samsung Electronics Service 1998.10 Electronics goods repair services 335,588 Over 50% Y Samsung Electronics Sales 1996.07 Sales of electronic goods 564,361 Over 50% Y Samsung Electronics Logitech 1998.04 Total logistic services 140,733 Over 50% Y SVIC #6 Venture Capital Union 2005.07 37,284 Over 50% N SVIC #14 Venture Capital Union 2009.05 55,465 Over 50% Y SVIC #20 Venture Capital Union 2011.03 30,532 Over 50% N SVIC #21 Venture Capital Union 2011.11 61,384 Over 50% Y SVIC #22 Venture Capital Union 2011.11 93,554 Over 50% Y SVIC #23 Venture Capital Union 2012.10 10,746 Over 50% N Hi Pioneer Private Securities Investment Trust 1 2011.08 19,189 Over 50% N Samsung Medison 1985.07 Medical equipment 309,321 Over 50% Y RAY 2004.10 Dental CT 5,950 Over 50% N SonoAce Deutschland GmbH 2001.10 Medical equipment 322 Over 50% N Samsung Medison Shanghai Medical Instrument Co., Ltd. 1992.11 Medical equipment 10,692 Over 50% N Samsung Medison India Private Ltd. 2009.01 Medical equipment 96 Over 50% N Investment in venture firms and new technologies Investment in venture firms and new technologies Investment in venture firms and new technologies Investment in venture firms and new technologies Investment in venture firms and new technologies Investment in venture firms and new technologies Investment in venture firms and new technologies Samsung Electronics 2014 Interim Business Report 10 / 152 % ownership Classified as major subsidiary (Y/N) 15,214 Over 50% N Medical equipment - Over 50% N 2004.02 Medical equipment 187,297 Over 50% Y Samsung Electronics Vietnam THAINGUYEN Co., Ltd. 2013.03 Production of telecom products 590,033 Over 50% Y Samsung Network R&D Center, China-Shenzhen 2013.03 R&D 5,738 Over 50% N Samsung Electronics Switzerland GmbH 2013.05 Sale of electronic goods 115,759 Over 50% Y Samsung R&D Institute China-Xian 2013.07 R&D 8,179 Over 50% N SEMES (XIAN) Co., Ltd. 2013.07 Semiconductor equipment 242 Over 50% N Samsung Electronics New Zealand Limited 2013.09 Sale of electronic goods 3,163 Over 50% N RT SV CO-INVEST, LP 2014.02 Investment in venture firms - Over 50% N Samsung Display Bac Ninh 2014.07 DP Production - Over 50% N Samsung Electronics South Africa Production (pty) Ltd. 2014.07 Production of CTV and monitors - Over 50% N Quietside LLC 2001.07 Sale of Air-conditioner 17,407 Over 50% N SmartThings, Inc. 2012.04 Sale of Smart-home Devices 12,775 Over 50% N PrinterOn Inc. 2000.04 Sale of Printing Solutions 4,545 Over 50% N PrinterOn America Corporation 1986.04 Sale of Printing Solutions 28 Over 50% N PrinterOn Europe Limited 2013.11 Sale of Printing Solutions - Over 50% N 1397011 Ontario Ltd. 2000.09 Sale of Printing Solutions - Over 50% N - Over 50% N Name of Subsidiaries Date of Establishment Major business NexusDX Inc. 2009.07 Medical equipment Nanogen Recognomics GmbH 2001.07 NeuroLogica Corp. Investment in venture firms and new technologies ※ Companies with over KRW50 billion total assets as at December 31, 2013 are classified as major subsidiaries. SVIC #27 Venture Capital Union 2014.09 Dec 31, 2013 Assets ※ Refer to 『II. Businesses Overview』 for additional information about major business segments. H. Credit Rating The Company’s credit rating is assessed by two external credit ratings agencies: As at September 30, 2014, Moody’s rating is A1 and investment outlook is Positive. In October 2014, Moody’s changed the Company’s investment outlook from Positive to Stable. S&P’s rating is A+ and investment outlook is stable. Date Securities Ratings Credit Rating Agency Rating Range ’12.08 Corporate bond A S&P (USA) (AAA ~ D) ’12.08 Corporate bond A1 Moody’s (USA) (Aaa ~ C) ’13.08 Corporate bond A+ S&P (USA) (AAA ~ D) ’13.12 Corporate bond A1 Moody’s (USA) (Aaa ~ C) Samsung Electronics 2014 Interim Business Report Note Annual Review 11 / 152 2. Company History (The Information disclosed below outlines major changes to the Company such as asset transfers, M&A, and security offerings) 2010.01.01 2010.04.01 2011.01.01 2011.02.16 2011.04.19 2011.04.29 2011.07.01 2011.07.22 2012.01.19 2012.04.01 2012.04.01 2012.04.10 2012.07.01 2012.09.01 2012.12.01 2013.01.01 2013.01.28 2014.01.15 Transferred VSS business to Samsung Techwin Merged with Samsung Digital Imaging Merged with Samsung Electronics Gwangju Acquired shares of Prosonic (100%) and Medison (43.5%) Signed a comprehensive partnership contract (including HDD business transfer) with Seagate Acquired additional shares of Medison (22.3%) Transferred solar cell business to Samsung SDI Acquired shares of Grandis (100%), an affiliate of subsidiary SISA (Samsung Information System America) Acquired remaining shares of S-LCD Corporation (50%) from SONY Separated LCD business (established Samsung Display) Merged with Samsung LED Corporate bond ($1 billion) issued by SEA Samsung Mobile Display merged with S-LCD (a subsidiary of Samsung Display) Merged Prosonic with Samsung Medison Acquired SEHF Korea Merged SECRON with GES (a subsidiary of SEMES) Acquired shares of NeuroLogica (100%) of a subsidiary SEA Disposed stocks of Samsung Corning Precision Materials, a subsidiary of Samsung Display. Purchased convertible preferred stocks from Corning Incorporated. Samsung Electronics 2014 Interim Business Report 12 / 152 (Changes in Subsidiaries) AMER Dec 31, 2009 Dec 31, 2010 Dec 31, 2011 Dec 31, 2012 ※ 17 19 26 30 Europe/ MEA/ CIS 39 44 51 61 Asia 20 21 25 23 China 25 27 30 32 Domestic Total Increase - Decrease 15 116 - 17 [Americas: 2] Samsung Electronics Peru S.A.C., Samsung Electronics Venezuela, C.A. [Europe/MEA/CIS: 5] Samsung Electronics West Africa, Samsung Electronics Greece S.A., Samsung LCD Netherlands R&D Center B.V, Samsung LCD Netherlands R&D Center(UK) Limited, [China: 2] Samsung Opto-Electronics GmbH 128 Tianjin Tongguang Samsung Electronics, [Asia: 1] Tianjin Samsung Electronics Display Samsung Electronics Bangladeshi Research Center [China: 4] Samsung Guangzhou Mobile R&D Center, Samsung Tianjin Mobile Development Center, Tianjin Samsung Opto-Electronics Co., Ltd., Samsung LCD Netherlands R&D Center(HK) Limited [Domestic: 2] RAY, GES 24 [Americas: 7] Samsung Medison Brasil Ltda., Samsung Medison America Inc., Grandis, Inc., Nexus DX Inc., HX Diagnostics, Inc., HX Reagents, Inc., Deltapoint Cardiac Diagnostics, Inc. [Europe/MEA/CIS: 7] SONOACE Deutschland GmbH, Samsung Medison France S.A.S., Samsung Medison Italia S.r.l., Samsung Medison Europe B.V., Samsung Moscow Research Centre, Samsung Electronics East Africa, Nanogen Recognomics GmbH [Asia: 4] Samsung Medison Japan Co., Ltd., Samsung Medison 156 India Private Ltd., Medison Medical Systems India Private Ltd., TNP Small/Medium Size & Venture Enterprises Growth-Promotion Investment Limited Partnership(TSUNAMI) [China: 4] Samsung Medison Shanghai Medical Instrument Co., Ltd., Medison (Shanghai) Co., Ltd., Medison Medical Equipment Shanghai, Samsung Suzhou LCD Co., Ltd. [Domestic: 10] Prosonic, SVIC #20 Venture Capital Union, Samsung Medison, Medison Healthcare, CSL, Medison X-ray, SU Materials, Hi Pioneer Private Securities Investment Trust 1, SVIC #21 Venture Capital Union, SVIC #22 Venture Capital Union [China: 1] Samsung Electronics Shenzhen Co., Ltd. [Domestic: 3] Samsung Electronics Gwangju, Medison X-ray, CSL 20 [Domestic: 2] Samsung Display , SVIC #23 Venture Capital Union [Americas: 8] Samsung LED AMERICA, Inc.,mSpot Inc.,Nanoradio Inc., Samsung Electronics Panama. S.A, Samsung Electronics Corportativo SA de CV, Samsung Electronics Digital Appliance Mexico SA de CV, Nvelo Inc., Newton Sub. Corp. [Europe/MEA/CIS: 11] Samsung LED Europe GmbH, Samsung Nanoradio 166 Design Center, Nanoradio Hellas AE, General RF Modules AB, Samsung Cambridge Solution Centre Limited, Samsung Denmark Research Center ApS, Samsung Electronics Egypt S.A.E, Samsung Electronics Tunisia S.A.R.L, Samsung Electronics Israel, Samsung France Research Center SARL, Samsung Electronics Pakistan (Private) Ltd. [China: 2] Tianjin Samsung LED Co., Ltd., Samsung (China) Semiconductor Co., Ltd. [Domestic: 6] Medison Healthcare, Samsung Mobile Display, S-LCD, SVIC #7 Venture Capital Union, Prosonic, SEHF-Korea [America: 4] Samsung LED AMERICA, Inc., HX Diagnostics, Inc., HX Reagents, Inc., Nanoradio Inc. [Europe/MEA/CIS: 1] Samsung LED Europe GmbH, [Asia: 2] Samsung Asia Private Ltd., Samsung Medison Japan Co., Ltd. AMER = America; MEA = Middle East and Africa, CIS = Commonwealth of Independent States Samsung Electronics 2014 Interim Business Report 13 / 152 AMER Dec 31, 2013 Sep 30, 2014 ※ 25 31 Europe/ MEA/ CIS 55 56 Asia 22 22 China Domestic 33 32 Total Increase Decrease 18 [Americas: 2] NeuroLogica Corp., Intellectual Keystone Technology LLC. [Europe/MEA/CIS: 1] Samsung Electronics Switzerland GmbH [Asia: 2] 153 Samsung Electronics Vietnam THAINGUYEN Co., Ltd., Samsung Electronics New Zealand Ltd. [China: 3] Samsung Network R&D Center China-Shenzhen, Samsung R&D Institute China-Xian, SEMES (XIAN) Co., Ltd. [Domestic: 2] Secron, GES [Americas: 7] Newton Sub. Corp., mSpot, Inc., Deltapoint Cardiac Diagnostics, Inc., Samsung Medison America, Inc., Intellectual Keystone Technology LLC., Samsung Medison Brasil Ltda., Samsung Electronics Corporativo, SA de CV [Europe/MEA/CIS: 7] Samsung Telecoms (UK) Ltd., Samsung LCD Netherlands R&D Center B.V, Samsung LCD Netherlands R&D Center (UK) Limited, General RF Modules AB, Samsung Medison France S.A.S., Samsung Opto-Electronics GmbH, Samsung Medison Italia S.r.l. [Asia: 3] Samsung Electronic Philippines Manufacturing Corp., Batino Realty Corporation, TNP Small/Medium Size & Venture Enterprises Growth Promotion Investment Limited Partnership(TSUNAMI) [China: 2] Samsung LCD Netherlands R&D Center (HK)Limited, Medison (shanghai) Co., Ltd. 17 [Domestic : 1] SVIC #27 Venture Capital Union [America: 6] RT SV CO-INVEST, LP, Quietside LLC, SmartThings, Inc., PrinterOn Inc., PrinterOn America 158 Corporation, 1397011 Ontario Ltd. [Europe/MEA/CIS: 2] PrinterOn Europe Limited, Samsung Electronics South Africa Production(pty) Ltd. [Asia : 1] Samsung Display Bac Ninh [Domestic: 2] Samsung Blue wings, World cyber games [Europe: 1] Samsung Medison Europe B.V [Asia: 1] Medison Medical Systems India Private Ltd. [China: 1] Medison Medical Equipment Shanghai Co., Ltd.. AMER = America; MEA = Middle East and Africa, CIS = Commonwealth of Independent States (Important changes in executives) Following the annual general shareholder meeting on March 16, 2012, of three Executive Directors with expired terms (Gee-Sung Choi, Yoon-Woo Lee, Ju-Hwa Yoon), Yoon-Woo Lee retired and Gee-Sung Choi and Ju-Hwa Yoon were re-appointed. Oh-Hyun Kwon was newly appointed as Executive Director. In addition, of three Independent Directors with expired terms (Dong-Min Yoon, Jae-Woong Lee, Oh-Soo Park), Jae-Woong Lee and Oh-Soo Park retired and Dong-Min Yoon was re-appointed. Han-Joong Kim and Byeong-Gi Lee were newly appointed as Independent Directors. On June 8, 2012, the CEO was changed from Gee-Sung Choi to Oh-Hyun Kwon. On February 7, 2013, Independent Director Dong-Min Yoon retired (deceased). On March 14, 2013, Executive Directors Gee-Sung Choi and Ju-Hwa Yoon resigned. Following the shareholders’ meeting on March 15, 2013, Boo-Keun Yoon, Jong-Kyun Shin, and Sang-Hoon Lee were newly appointed as Executive Directors. Independent Director In-Ho Lee was reappointed, and Kwang-Soo Song and Eun-Mee Kim were newly appointed as Independent Directors. On March 15, 2013, we appointed three CEOs, executive directors Boo-Keun Yoon and Jong-Kyun Shin were newly appointed as CEO in addition to CEO Oh-Hyun Kwon. As of the reporting date, the Company’s BOD is comprised of four Executive Directors (Oh-Hyun Kwon, Boo-Keun Yoon, Jong-Kyun Shin, Sang-Hoon Lee) and five Independent Directors (In-Ho Lee, Han-Joong Kim, Byeong-Gi Lee, KwangSoo Song and Eun-Mee Kim). Samsung Electronics 2014 Interim Business Report 14 / 152 (Changes in Organizational Structure) In December 2012, following an organizational change, CE and IM businesses were upgraded to individual division status, and the IT Solution business was divided into Printing Solution and Computer businesses. The Printing Solution business was incorporated into the CE division and the Computer business was integrated into the Mobile business under the IM division. The Medical Device business team was upgraded to a business unit within the CE division. In December 2013, the Digital Imaging business was changed to a team unit, and then integrated with newly established the Mobile business. [As of December 2012] Before After DMC division (CE: Visual display, Digital appliances) (IM: Mobile, IT solution, Network, Digital imaging) Business organization CE division (Visual display, Digital appliances, Printing solution, Medical devices) IM division (Mobile, Network, Digital imaging) DS division (Memory, SYS.LSI, LCD,LED) DS division (Memory, SYS.LSI, DP, LED) Korea, North America, Latin America, Europe, CIS, Southwest Asia, Southeast Asia, China, Middle East, Africa Korea, North America, Latin America, Europe, CIS, Southwest Asia, Southeast Asia, China, Middle East, Africa Americas(DS), Europe(DS), China(DS), Southeast Asia(DS), Japan(DS) Americas(DS), Europe(DS), China(DS), Southeast Asia(DS), Japan (DS) Before After CE division (Visual display, Digital appliances, Printing solution, Medical devices) CE division (Visual display, Digital appliances, Printing solution, Medical devices) IM division (Mobile, Network, Digital imaging) IM division (Mobile, Network) DS division (Memory, SYS.LSI, DP, LED) DS division (Memory, SYS.LSI, DP, LED) Korea, North America, Latin America, Europe, CIS, Southwest Asia, Southeast Asia, China, Middle East, Africa Korea, North America, Latin America, Europe, CIS, Southwest Asia, Southeast Asia, China, Middle East, Africa Americas(DS), Europe(DS), China(DS), Southeast Asia(DS), Japan(DS) Americas(DS), Europe(DS), China(DS), Southeast Asia(DS), Japan (DS) Regional headquarters [As of December 2013] Business organization Regional headquarters 3. Changes in Paid-in Capital No changes were reported during the past five (5) consecutive years. Samsung Electronics 2014 Interim Business Report 15 / 152 4. Stock Information A. Total number of Stock The total number of authorized stocks according to the articles of incorporation is 500,000,000 (par value per share: KRW 5,000). As of September 30, 2014, the Company has issued 147,299,337 shares of registered common stock and 22,833,427 of registered preferred stock without voting right (excluding canceled stock). The Company has canceled 8,310,000 shares of common stock and 1,060,000 shares of preferred stock. As of September 30, 2014, the number of floating common stock is 130,962,651 and the number of floating preferred stock is 19,853,734, excluding treasury stockss (of 16,336,686 common stock and 2,979,693 preferred stock). [As of Sep 30, 2014] (Unit: shares) Classification Type of Stocks Common Preferred Note Total I. Number of authorized stocks 400,000,000 100,000,000 500,000,000 - II. Number of stocks issued 155,609,337 23,893,427 179,502,764 - 8,310,000 1,060,000 9,370,000 - - - - - 8,310,000 1,060,000 3. Redemption of redeemable stocks - - - - 4. Others - - - - 147,299,337 22,833,427 170,132,764 - 16,336,686 2,979,693 19,316,379 - 130,962,651 19,853,734 150,816,385 - III. Number of stocks decreased 1. Capital Reduction 2. Number of stocks canceled IV. Number of Outstanding Stocks (II-III) V. Treasury stocks VI. Number of Floating Stocks (IV-V) 9,370,000 Cancellation of treasury stocks ※ The Company’s common stock carry voting rights but preferred stock carry no voting rights. Samsung Electronics 2014 Interim Business Report 16 / 152 B. Treasury Stock In 2014, Samsung Electronics distributed 47,530 common stocks in relation to the exercise of previously granted stock options of current and former management and employees. As of September 30, 2014, the Company holds 16,336,686 common treasury stockss and 2,979,693 preferred treasury stocks. [As of Sep 30, 2014] (Unit: Shares) Acquisition method Intra-market direct acquisition (Within dividend related capital gains limit) Share type Periodbeginning shares Common Change Period-end shares Acquisition (+) Disposal (-) Cancellation (-) 16,384,216 - 47,530 - 16,336,686 Preferred 2,979,693 - - - 2,979,693 Common 16,384,216 - 47,530 - 16,336,686 Preferred 2,979,693 - - - 2,979,693 Total C. Types of Registered Stock The Company has two types of registered equity securities: 1) Common stock; 2) Non-voting and non-cumulative preferred stock. The shareholders of preferred stock are entitled to dividend payments of an additional 1% of par value compared to shareholders of common stock. As of September 30, 2014, the total number of outstanding preferred stock is 22,833,427. Samsung Electronics 2014 Interim Business Report 17 / 152 5. Voting Shares Samsung Electronics has 147,299,337 outstanding common stocks, which represents 29.5% of total authorized stocks of 500 million (500,000,000). There are 22,833,427 outstanding preferred stocks (with no voting rights). The Company holds 16,336,686 treasury stocks (with no voting rights) and 12,506,577 shares with limited voting rights under relevant laws. Thus, the total number of shares with voting rights is 118,456,074. [As of Sep 30, 2014] (Unit: Shares) Number of shares Classification Note Common 147,299,337 - Preferred 22,833,427 - Shares with no voting rights (B) Common 16,336,686 Treasury stock according to Korean Commercial Act Shares with no voting rights according to Articles of Incorporation (C) Preferred 22,833,427 2,979,693 preferred treasury stocks included Common Restricted by the Monopoly Regulation and Fair Trade Act: 12,479,184 10,622,814 shares held by Samsung Life Insurance & 1,856, 370 shares held by Samsung Fire & Marine Insurance Number of outstanding shares (A) Shares with limited voting rights under relevant laws (D) Common 27,393 Restricted by the Insurance Business Act: Some part of shares held by special account of Samsung Life Insurance Common 118,456,074 - Preferred - - Shares with voting rights (F = A - B - C - D) ※ According to the Monopoly Regulation and Fair Trade Act, shareholders with limited voting rights (D) can exercise certain rights in accordance with related laws, including the right to vote on agendas such as the appointment or dismissal of directors and revisions to the Articles of Incorporation. Samsung Electronics 2014 Interim Business Report 18 / 152 6. Shareholder Return As a part of the Company’s shareholder return policy, a part of profit has been returned to shareholders by way of dividends and share buyback. The Company carefully considers strategic investments for sustainable growth, business performance, and cash flows in determining the level of total shareholder return. Dividends paid out in the recent three (3) fiscal years are as follows: (Unit: Shares / %) 2014 Classification (Quarter ending September 30) Par value per share (won) 2013 2012 5,000 5,000 5,000 11,144,838 17,929,520 17,398,530 EPS (won) 73,900 118,946 115,576 Total cash dividend (million won) 75,408 2,156,969 1,206,562 Total stock dividend (million won) - - - 0.7 12.0 6.9 Common 0.04 1.0 0.5 Preferred 0.05 1.4 1.0 Common - - - Preferred - - - Common 500 14,300 8,000 Preferred 500 14,350 8,050 Common - - - Preferred - - - Net profit (million won) Dividend payout ratio (%) Cash dividend yield (%) Stock dividend yield (%) Cash dividend per share (won) Stock dividend per share (share) ※ 2014 interim dividend declared was KRW 75,408 million (KRW 500 per share). ※ Based on separate financial statements. ※ EPS denotes basic earnings per common share. ※ For further information relating to the calculation of basic EPS, refer to Note 『22. Earnings per share』in the Interim Separate Financial Statements Samsung Electronics 2014 Interim Business Report 19 / 152 II. Businesses Overview 1. Overview A. Business Overview by division In addition to our headquarters in Korea, Samsung Electronics is comprised of 158 subsidiaries across the world responsible for sales and production. Also, there are nine (9) regional headquarters for Consumer Electronics (“CE”) and Information Technology & Mobile Communications (“IM”) divisions and five (5) regional headquarters for Device Solutions (“DS”) division. The Company business divisions are organized in two-pronged business framework of set (brand products) and component businesses. The set business is comprised of CE and IM divisions, and the component business is comprised of DS division. The CE division is responsible for the production and sales of CTVs, monitors, printers, air conditioners and refrigerators, and the IM division focuses on the production and sales of handheld phones (HHPs) (such as feature phones and smartphones), network systems, and computers. The DS division is comprised of the Semiconductor business which manufactures and sells DRAM, NAND and Mobile AP, etc. and the Display Panel (“DP”) business which manufactures and sells TFT-LCD and OLED panels for TV, Monitor, Notebook PC, and Mobile devices. <Major products by business division> DS Division Business Division Major Products CE Division CTV, Monitor, Printer, Air Conditioner, Refrigerator, Washing Machine, Medical Devices, etc. IM Division HHP, Network System, Computer, Digital Camera, etc. Semiconductor Business DRAM, NAND Flash, Mobile AP, etc. DP Business TFT-LCD, OLED, etc. The Company maintains its corporate headquarter and seventeen (17) consolidated domestic subsidiaries in Korea. The Company’s corporate headquarters is established at the following 5 locations: Suwon (CE division and R&D Center); Gumi (IM division); Giheung and Hwasung (Semiconductor business); and Gwangju (Home Appliance business). The Company’s consolidated domestic subsidiaries include Samsung Display for display panel production, Samsung Electronics Sales for domestic retail sales, Samsung Electronics Service for after service care, and Samsung Electronics Logitech for logistics. We have 141 overseas subsidiaries for product manufacturing, sales, and R&D. In the America, we have 31 subsidiaries responsible for product manufacturing and sales including SEA (New Jersey, United States) responsible for sales of products such as CTV in the US, STA (Dallas, United States) responsible for sales of HHPs and other communication products in the US, SAMEX (Tijuana, Mexico) responsible for manufacturing CTVs, and SAS (Austin, United States) responsible for manufacturing semiconductor products. In Europe, we operate 33 subsidiaries including SEUK (UK), SEF (France), SEG (Germany), and SEI (Italy). SESK (Slovakia) and SEH (Hungary) are responsible for manufacturing CTVs, and SEPM (Poland) is responsible for manufacturing home appliances. In Asia, we have 22 overseas subsidiaries, including SAPL (Singapore), SEAU (Australia), SEPCO (Philippines), and SME (Malaysia), responsible for regional sales. In addition, we operate numerous production sites including SEV (Vietnam) for HHP, SDMA (Malaysia) for CTV, and SIEL (India) for both CTV and HHP. We operate 32 subsidiaries in China including regional sales operations in Beijing (SCIC) and Hong Kong (SEHK). We also operate production and processing facilities sites in Tianjin and Suzhou (TSTC, SSEC, and SESS) In addition, we have 23 production and sales subsidiaries across Africa, the Middle East and the CIS regions. Samsung Electronics 2014 Interim Business Report 20 / 152 [CE Division] Industry Overview Since the development of black-and-white TVs in 1926 and subsequent mass production of Color TVs, technological development has led to products such as Trinitron CRT (1967) and flat CRT (1996). As the penetration rate in major countries reached over 90%, the CRT TV business became stagnant. The industry regained strong growth momentum following the launch of Flat Panel TVs (LCD, PDP) with the expansion of digital broadcasting (UK/US 1998~). FP-TVs replaced the CRT driven by strong annual average growth of 36% from 2004 to 2013 (Source: 2Q14 Display Search, Quantity basis) due to enhanced product performance with respect to design, picture quality, etc., and a sharp decline in prices. In addition, 3D TVs were launched in 2010, and the rise of internet video services (OTT, OVER-THETOP) along with increased consumer interest in smart devices from 2011 to 2012 led to the birth of the Smart TV market. In 2013, OLED and UHD TV with innovatively high resolution were launched and the TV market continues to evolve. In 2014, Annual TV shipment is expected to reach 226.62 million units, an increase 0.3% from the previous year. LCDTV (including LED-TV) shipment is expected to be around 217.44 million units with an increase of 4.7% year-over-year, while PDP-TV shipment is expected to decline by 48.6% to 5.3 million units from the previous year (Source: 3Q14 Display Search). Market Condition The trend towards large size and high-resolution screens is accelerating due to intensified competition between manufacturers. Accordingly, market share of major manufacturers with high-quality products and brand power is increasing. The FP-TV market has been growing in advanced markets, but demand is also expected to grow in emerging markets such as BRICS in the future. In addition, as consumer demand for high-resolution and slim design increases, sales of LED TV, with eco-friendly LED BLU (Back Light Unit) which helps brightness and contrast as well as electricity consumption, is on the rise. The Company has focused on smart TV sales based on forecasts that consumers’ desire to acquire internet information from TVs will increase. The Company led the smart TV market in 2011 by launching smart TVs with various smart hubbased Apps and implementing a premium category sales strategy. In 2012, the Company introduced a new market trend with the introduction of the Smart Interaction™ system based on voice and gesture commands for convenient interaction with devices. In 2013, the Company introduced a system that recommends TV programs based on the user’s viewing history. In 2014, the Company plans to enhance usability through innovation, secure various video contents, and strengthen its platform in order to maximize viewing experience. <Market share of major products in the CE division > Product The quarter ending on 9/30/2014 2013 2012 CTV 23.9% 21.6% ※ 2012 and 2013 Market share data is from research agency Display Search (Global market share in quantity). Market share for 3Q 2014 is the Company’s estimation. 21.1% Business Condition The Company is addressing market demand with an expansive portfolio product mix within LCD and PDP categories. The Company has maintained market leadership in overall TV, FP-TV, LCD-TV sales for eight consecutive years from 2006 to 2013 (Source: 3Q14 Display Search). In 2009, the Company was industry first to launch the LED TV (LED BLU, ultra-slim/ultra-light and eco-friendly) as a separate product category. In the first quarter of 2010, the Company took the lead in the 3D TV market through the launch of a 3D Total Solution offering 3D TV/BDP/glasses/BD Title. In addition, the Company launched the world’s first TV App store ‘Samsung Apps’ in 2010 and smart hub with services including ‘Your Video’, ‘Social TV’, ‘Search All’, ‘Web Browser’ in 2011 and established consumers perception that ‘Smart TV=SAMSUNG’. In 2012, the Company enhanced service features for broader consumer markets, by developing exercise and educational Samsung Electronics 2014 Interim Business Report 21 / 152 contents to enhance the ‘All Share’ function that facilitates connections with other digital devices. Such enhancements have helped to maintain competitive edge in the smart TV market. In 2013, the Company led the market with OLED TV and UHD TV through technological innovations in picture definition and resolution. For 2014, the Company plans to capture market leadership in markets with high growth potential, such as the UHD TV market. [IM Division] Industry Overview The mobile phone industry started with the first generation analogue phone in the early 1980s. It evolved to second generation digital, and to third generation mobile communication such as WCDMA with high-speed data transmission. Today, fourth generation mobile communication technology with ultrahigh-speed data transmission is becoming commonplace in the market. In particular, the LTE market is spreading to all parts of the world, and LTE-Advanced with higher speeds has been commercialized in Korea since June 2013 through cooperation between the Company and mobile communication carriers. Recently, the mobile phone market is changing rapidly around not only smartphone and tablet but also new hybrid product categories such as Galaxy Note. This puts emphasis on not only existing hardware competitiveness but also on software competitiveness including Application and UX that enables users to access useful information more conveniently. Accordingly, industry business models are shifting to integrate software and hardware capabilities. Market Condition In 2014, the HHP market is expected to reach 1.8 billion units with a growth of 7% from 2013. The smartphone market is expected to increase from 1billion units in 2013 to 1.3 billion units in 2014 with a growth of 27% year over year. The tablet market is expected to reach 260 million units (16% growth rate YoY) shipped by the end of 2014 from 230 million units in 2013. (Source: Strategy Analytics – Mobile: Aug. ’14, Smartphone: Sep., Tablet: Aug.) < Market share of major products of the IM division > Product HHP The quarter ending on 9/30/2014 23.9% 2013 2012 26.8% 25.1% ※ Market share data is from research agency Strategy Analytics (Global market share in quantity). Business Condition The Company strengthened market leadership by maintaining its wide range of product lineup from premium to mass market models and by leading new market such as the LTE market. In particular, the Company has maintained its status as No.1 in terms of global smartphone market share, based on the success of Flagship smartphones such as the Galaxy S series and Galaxy Note series. In 2014, the Company continued to solidify market leadership in premium smartphone and tablet categories and creates consumer demand with new products, such as Galaxy S, VR, and Circle, and advanced features, such as Flexible Display. Furthermore, we will continuously strengthen competitiveness of our strategic models amid unfavorable market environments resulted from intensifying products and price competitions. In addition, we will strive to become a company that continuously offers new values to customers by making strategic investments in mobile healthcare and B2B for future growth and by utilizing our R&D capacity that is the best in the industry. Samsung Electronics 2014 Interim Business Report 22 / 152 [DS Division] - Semiconductor Industry Overview The semiconductor industry is cyclical by nature, and imbalances between supply and demand frequently occur. Many manufacturers have not been able to maintain competitiveness during periods of global economic recession and oversupply, resulting in consolidation within the industry. Supply and demand volatility is expected to decrease as a result of increased demand for semiconductors in new smartphone, tablet PC and server markets. Market Condition Throughout 2014, PC DRAM prices are expected to remain strong amid stable supply and demand condition. In the third quarter of 2014, overall DRAM demand has increased as driven by new product launch, but supply is not stable due to difficulties in process migration. In the fourth quarter, supply of PC DRAM is expected to increase within the industry. However, supply of advanced process high-density server and mobile DRAM is expected to have difficulties. As NAND supply and demand condition improves due to the launch of new smartphones with high-density memory, price is being stabilized in the third quarter. Stable supply and demand condition is expected to continue in the fourth quarter. < Market share of major products of the semiconductor business > Product The quarter ending on 9/30/2014 DRAM 41.3% 2013 2012 36.2% 41.0% ※ 2012 and 2013 market share data is from research agency iSuppli (Global market share in amount). Market share for 3Q 2014 is the Company’s estimation. Business Condition The Company was the first to develop and produce DRAM 20nm products and has also developed products with differentiated design, secure technology and cost competitiveness ahead of competitors. The Company has commenced mass production of Vertical-NAND products to enter the premium market. The Company is also maximizing cost competitiveness to remain ahead of competitors by developing high-performance solution products such as SSD and eMCP and expanding into 3bit product categories. Going forward, the Company plans to maintain its No.1 position in the memory industry by reducing costs, strengthening its technological advantage through development of advanced processing technology, and developing differentiated highperformance products. -DP Industry Overview Display products include TFT-LCD (Thin Film Transistor Liquid Crystal Display) and OLED (Organic Light Emitting Diode) panels. TFT-LCD panel is a liquid crystal based display that consumes less electricity and features a thinner profile, while maintaining high resolution. It has a wide range of potential applications in devices of all sizes and functionality. The market growth rate has slowed down recently due to a reduction of replace demands for CRT monitors and high market penetration of LCD TVs. Samsung Electronics 2014 Interim Business Report 23 / 152 OLED panels use organic materials which offer wide contrast and color, high color concordance, and fast response rates. Such differentiating features provide advantages in smartphone products, and as a result the market demand for under 10” small to medium size displays has increased. Market Condition During the second half of 2014, the large size panel market is expected to grow due to year-end seasonal demand. In particular, we expect market demand increases for large size TVs (over 40” and UHD TV), however, we expect relatively stable demand and supply market conditions until the end of the year as a result of increased investment in production for new products such as UHD TV. For Mobile, the product mix is expected to expand, particularly in the mid-range category. The trend toward higher resolution and larger size panels is expected to continue, while the demand for new product categories such as wearable devices is expected to increase. < Market share of major products of the DP division > Product Display Panel The quarter ending on 9/30/2014 21.8% 2013 2012 20.4% 25.4% ※ 2012, 2013, and 3Q 2014 M/S data are from Display Search (Global market share, large size panel in amount). Business Condition The Company is improving competitiveness through increasing production yields by developing advanced process technologies, developing high transmission panels, and domestically producing core equipment. In addition, the Company continues to improve profitability through close collaboration with TV and smartphone manufacturers from R&D to production. For the large size panel business, the Company plans to improve profitability through increased cost competitiveness while meeting the demand for new premium products such as UHD TV and Curved TV. For mobile, the Company plans to secure long-term growth momentum by expanding its customer base through enhanced cost competitiveness, and expansion of new product categories, including mid-range products and Flexible Ultra HighResolution products. Samsung Electronics 2014 Interim Business Report 24 / 152 B. Financial Summary by Division (Unit: KRW million, %) Division CE IM Semiconductor DS DP Classification 3Q 2013 Portion Amount 2013 Portion Amount 2012 Portion Amount Portion Total sales 88,921,865 24.3% 88,715,835 21.5% 125,088,762 22.4% 117,897,781 24.6% Internal sales 53,005,877 24.9% 52,649,562 21.6% 74,757,247 22.7% 66,792,679 24.0% Net sales 35,915,988 23.4% 36,066,273 21.3% 50,331,515 22.0% 51,105,102 25.4% Operating profit 1,004,513 5.1% 1,014,309 3.6% 1,673,343 4.5% 2,324,036 8.0% Total asset 45,812,374 13.6% 46,915,165 14.7% 47,183,953 14.9% 38,947,252 14.1% Total sales 180,415,490 49.3% 225,454,070 54.6% 299,161,654 53.6% 224,920,171 46.9% Internal sales 94,943,836 44.6% 120,523,352 49.4% 160,344,435 48.7% 119,075,488 42.8% Net sales 85,471,654 55.7% 104,930,718 61.9% 138,817,219 60.7% 105,844,683 52.6% Operating profit 12,601,764 63.8% 19,487,577 68.4% 24,957,741 67.8% 19,418,235 66.8% Total asset 98,455,930 29.1% 88,733,985 27.8% 86,132,881 27.1% 68,743,115 24.9% Total sales 54,357,702 14.8% 50,191,364 12.1% 70,908,145 12.7% 66,976,623 14.0% Internal sales 25,289,738 11.9% 23,193,842 9.5% 33,471,566 10.2% 32,090,017 11.5% Net sales 29,067,964 18.9% 26,997,522 15.9% 37,436,579 16.4% 34,886,606 17.3% Operating profit 6,074,097 30.8% 4,893,293 17.2% 6,887,978 18.7% 4,173,730 14.4% Total asset 82,649,026 24.5% 70,385,435 22.1% 76,224,096 24.0% 67,136,914 24.4% Total sales 38,553,383 10.4% 48,068,381 11.6% 61,294,886 11.0% 69,359,762 14.5% Internal sales 19,872,808 9.1% 24,693,209 10.1% 31,457,770 9.5% 36,360,406 13.1% Net sales 18,680,575 12.2% 23,375,172 13.8% 29,837,116 13.0% 32,999,356 16.4% 187,880 1.0% 2,873,712 10.1% 2,980,563 8.1% 3,214,750 11.1% Total asset 48,057,499 14.2% 43,694,173 13.7% 42,195,558 13.3% 41,429,074 15.0% Total sales 96,024,484 26.1% 99,731,189 24.1% 134,394,781 24.1% 136,724,256 28.5% Internal sales 47,948,414 22.3% 48,965,309 20.1% 66,633,875 20.2% 68,436,962 24.6% Net sales 48,076,070 31.3% 50,765,880 30.0% 67,760,906 29.6% 68,287,294 34.0% Operating profit 6,295,992 31.9% 7,858,030 27.6% 10,000,665 27.2% 7,416,325 25.5% 155,629,871 46.1% 142,095,438 44.5% 145,872,686 45.9% 130,371,546 47.3% Operating profit Total 3Q 2014 Amount Total asset ※ Restated on 3Q 2014 basis (presented on a consolidated basis). ※ Net sales reported here includes inter-divisional sales. Cumulative Net sales for the 3Q of 2014 were KRW 153.4759 trillion. By division, CE reported KRW 35,916 billion (23.4%) and IM reported KRW 85,472 billion (55.7%). The DS division contributed approximately 31.3% of net sales, KRW 29,068 billion (18.9%) by semiconductor business and KRW 18,681 billion (12.2%) by DP business. Cumulative operating profit for the 3Q of 2014 was KRW 19.7366 trillion. The IM division accounted for 63.8% with KRW 12,602 billion and the DS division accounted for 31.9% with KRW 6,296 billion. Samsung Electronics 2014 Interim Business Report 25 / 152 Reasonable Allocation of Common SG&A (Selling General & Administrative) Expenses and Assets (1) For common SG&A expenses, specific expenses are allocated to each product/model, and other common expenses that cannot be attributed by product/model category are reasonably allocated throughout the Company based on an allocation standard (expense-to-sales ratio, number of personnel), etc. (2) For common assets, assets that can be directly allocated (inventory assets, fixed assets, investment assets, etc.) are allocated to the corresponding organizational unit. Assets that are commonly managed are allocated to each division based on an allocation standard (expense-to-sales ratio, pre-tax profit, etc.). 2. Key Products and Services A. Revenue From January to September of 2014, the CE division’s revenue accounted for 23.4% of the total net revenue with KRW 35,916 billion, the IM division accounted for 55.7% with KRW 85,472 billion, and the DS division accounted for 31.3% with KRW 48,076 billion. The Company’s net revenues by division as of Sep 30, 2014 are as follows: (Unit: KRW 100 million, %) Division Major Products CE CTV, monitor, printer, air conditioner, refrigerator, washing machine, medical equipment, etc. 359,160 23.4% IM HHP, network system, computer, digital camera, etc. 854,717 55.7% Semiconductor DRAM, NAND flash, Mobile AP, etc. 290,680 18.9% DP TFT-LCD, OLED, etc. 186,806 12.2% Sub-Total 480,761 31.3% - -159,879 -10.4% Total 1,534,759 100.0% DS Others Net Revenue Portion ※ Includes sales between divisions (on consolidated basis). ☞ Refer to 『5. Sales and Distribution』 for sales by each product. B. Average Selling Price (ASP) Changes Throughout 2014, CTV ASP decline continued from 2013. HHP ASP remained at a similar level since 2013, while Memory ASP decline slowed down from 2013 to the level of 10.5% due to stable market demand and supply conditions. The downward momentum of Display panel ASP continued due to weak demand from China and developed markets. Samsung Electronics 2014 Interim Business Report 26 / 152 3. Key Raw Materials (On consolidated basis as of Sep 30, 2014) (Unit: KRW 100 million, %) Division Type Item Specific usage Purchase price Portion Note (supplier) Raw materials Display panel Color picture signaler 27,746 Raw material PDP module Color picture signaler 8,324 Raw material Others 123,109 77.3% Division Total 159,179 100.0% 17.4% CMI, AUO, etc. 5.2% Samsung SDI, etc. CE Raw material Mobile display panel Color picture signaler 38,895 12.4% Iljin Display, etc. Raw material Base Band Chip CPU 38,670 12.3% Qualcomm, etc. Raw material Others 236,499 75.3% Division Total 314,064 100.0% IM DS Raw material Glass Glass substrate for display 13,961 9.5% Corning Precision Materials, etc. Raw material POL Polarizer plate 13,842 9.4% Dongwoo FineChem, NITTO, etc. Raw material Window Tempered glass 9,094 6.2% BIEL, etc. Raw material Wafer Semiconductor wafer 6,471 4.4% SUMCO, etc. Raw material Others 104,260 70.6% Division Total 147,628 100.0% 346 - 621,217 - Others Total ※ As of Sep 30, 2014, Samsung SDI is an affiliate of the Company. For the CE division, key raw materials include display panels for TVs and monitors and PDP modules. For the IM division, key raw materials include display panels for mobile and Baseband Chips. For the DS division, key raw materials include glass, polarizer (POL) and wafers. Large display panels for TVs and monitors are supplied by Cummins (CMI) and AU Optronics (AUO), mobile display panels are supplied by Iljin Display, and Baseband Chips are supplied by the System LSI division and Qualcomm. The Company manufactures display panels with glass and POL supplied by Samsung Corning and Dongwoo Fine-Chem. (Raw Materials Price Trends) The price of TV and monitor display panels, which are the major raw materials for the CE division, declined 12% on average since 2013 due to oversupply from increased CAPEX and improved productivity. For the IM division since 2013, the price of mobile display panels declined by 8%, and the price of Baseband Chips increased by 12%. For the DS division, the price of raw materials continues to decrease. Also, since 2013, the price of Semiconductor wafer has declined by 17% and the price of glass for display panels has declined by 18%. Samsung Electronics 2014 Interim Business Report 27 / 152 4. Production and Facilities A. Production Capacity, Output, Utilization Rate (Capacity) (Unit: 1,000) Division CE IM 3Q 2014 (’14.1.1~9.30) 2013 2012 Quantity Quantity Quantity Item CTV 53,102 53,375 397,100 556,600 461,950 122,697,000 116,909,000 80,159,000 6,742 8,260 9,218 HHP Memory DS 44,802 DP ※Global production capacity for major product categories The CE and IM division production capacity, by major product, is calculated as follows: The average number of lines (x) the average output per hour (x) the average operation hours per day (x) the days of operation Memory production capacity for DS division is calculated as follows: Converted output (1GB equivalent) ÷ the utilization rate. DP production capacity is calculated as follows: The total producible panel surface area ÷ the dimensions of eighth generation glass (2200x2500mm) (Output) (Unit: 1,000) Division 3Q 2014 (’14.1.1~9.30) 2013 2012 Quantity Quantity Quantity Item CE CTV 38,857 47,527 48,357 IM HHP 336,486 499,480 416,632 122,697,000 116,909,000 80,159,000 6,076 7,340 7,800 Memory DS DP ※Global output for major product categories For the third quarter of 2014, the CE division CTV output was 38.857 million (major production sites: Korea, China, Mexico, Brazil, and Hungary). The IM division HHP output was 336.486 million (major production sites: Korea, China, Vietnam, and Brazil). The DS division Memory output (1GB equivalent) was 122,697 million (major production sites: Korea and China). The DS division DP output was 6.076 million (major production sites: Korea, China, and Slovakia). Samsung Electronics 2014 Interim Business Report 28 / 152 (Utilization Rate) (Unit: 1,000) 3Q 2014 Production capacity 3Q 2014 Actual output Division Item Utilization Rate CE CTV 44,802 38,857 86.7% IM HHP 397,100 336,486 84.7% In the 3Q of 2014, CE and IM utilization rates were calculated as actual output relative to production capacity. CTV is 86.7% and HHP is 84.7%. (Unit: hours) Division DS Item 3Q 2014 Potential Production Time 3Q 2014 Actual Production Time Utilization Rate Memory 37,152 37,152 100.0% DP 65,520 64,072 97.8% The DS division operates Memory and DP production in three shifts (24 hours a day). Cumulative operating days in the 3Q of 2014 including holidays were 273 days. The utilization rate was calculated as actual hours [273 days (x) number of production lines (x) 24 hours] relative to production capacity. Samsung Electronics 2014 Interim Business Report 29 / 152 B. Production Facilities and Investment (1) Key facilities for production and operation The Company’s operational activities includes manufacturing, development, marketing, and sales at domestic operations – including operations in Seocho, Seoul, Suwon, Gumi, Giheung, Onyang, Gwangju – and 9 regional headquarters under the CE and IM divisions and 5 under the DS division in North America, Europe, and China. [Operations] Region Domestic (8) Overseas (9 regional headquarters for CE and IM Division) Overseas (5 regional headquarters for DS Division) Headquarters Location Seocho Seoul, Korea Suwon Suwon, Korea Gumi1 Gumi, Korea Gumi2 Gumi, Korea Giheung Yongin, Korea Onyang Asan, Korea Hwaseong Hwaseong, Korea Gwangju Gwangju, Korea North America New Jersey, US Europe London, UK China Beijing, China Southeast Asia Singapore, Singapore Southwest Asia New Delhi, India CIS Moscow, Russia Middle East Dubai, UAE Africa Johannesburg, Republic of South Africa Latin America Sao Paolo, Brazil Americas San Jose, US Europe Eschborn, Germany China Shanghai, China Southeast Asia Singapore, Singapore Japan Tokyo, Japan Samsung Electronics 2014 Interim Business Report 30 / 152 The Company’s property, plant and equipment include land, buildings and structures, machinery and equipment, and construction in progress. As of September 30, 2014, the book value of them is KRW 76,121 billion, an increase of KRW 515.7 billion from December 31, 2013. In the 3Q of 2014, new acquisitions of KRW 14,460 billion and depreciation of KRW 12,532 billion were recorded. (Unit: KRW million) Classification Buildings and Machinery and Structures Equipment Land Construction in –progress Others Total Book value 7,429,287 15,715,064 36,498,478 13,840,172 2,013,387 75,496,388 Acquisition cost 7,429,287 23,375,035 118,621,699 13,840,172 5,518,351 168,784,544 - (7,659,971) (82,123,221) - (3,504,964) (93,288,156) 47,768 2,825,909 13,898,296 (3,089,660) 777,733 14,460,046 Acquisition as a result of business combination - - - - 940 940 Depreciation - (964,699) (10,917,582) - (649,206) (12,531,487) Disposal/Discard/Damage (65,418) (423,283) (226,163) 52,690 (49,564) (711,738) Others (6,869) (88,531) 24,114 (567,717) (63,081) (702,084) Book value 7,404,768 17,064,460 39,277,143 10,235,485 2,030,209 76,012,065 Acquisition cost 7,404,768 25,560,592 125,894,081 10,235,485 5,588,041 174,682,967 - (8,496,132) (86,616,938) - (3,557,832) (98,670,902) At 1 January 2014 Accumulated depreciation (Including accumulated impairment loss) General acquisition and capital expenditure Increase (Decrease) Balance at 30 Sep 2014 Accumulated depreciation (Including accumulated impairment loss) ※ Others: Includes effects of changes in FX rates and changes in the scope of consolidated financial statements. ※ Property, Plant, and Equipment above is presented on a consolidated basis. (2) CAPEX During the first half of 2014, the Company invested KRW 14.5 trillion in CAPEX, including upgrade production lines of semiconductor and DP business. The total projected CAPEX for 2014 is about KRW 24 trillion, although this is subject to change depending upon the business environment. [CAPEX by division] (Unit: KRW 100 million) Investment in 3Q 2014 Business Purpose Period Assets Semiconductor Establishment, addition, upgrade Jan '14 ~ Sep ’14 Buildings, facilities 87,789 DP Establishment, addition, upgrade Jan '14 ~ Sep '14 Buildings, facilities 25,702 Others Others Jan '14 ~ Sep '14 Buildings, facilities 31,109 Total 144,600 Samsung Electronics 2014 Interim Business Report 31 / 152 5. Sales and Distribution A. Sales In the 3Q of 2014, the Company recorded KRW 153,476 billion of total revenue, a decline of 9.4% from the prior year. By division from 2013, the CE division revenue increased by 0.4%, the IM division revenue decreased by 18.5%, and the DS division revenue decreased by 5.3%. (Unit: KRW 100 million) 3Q 2014 (’14.1.1~9.30) Division Sales types Product categories CE Goods Products Service Others CTV, monitor, printer, air conditioner, refrigerator, washing machine, medical equipment 359,160 503,315 511,051 IM Goods Products Service Others HHP, Network System, Computer, Digital camera 854,717 1,388,172 1,058,447 Semiconductor Goods Products Service Others DRAM, NAND Flash, Mobile AP 290,680 374,366 348,866 DP Goods Products Service Others TFT-LCD, OLED 186,806 298,371 329,994 480,761 677,609 682,873 -159,879 -282,169 -241,335 1,534,759 2,286,927 2,011,036 DS Division total Others Other revenue - Total 2013 2012 ※ Includes internal sales between divisions. ※ Represented on 3Q 2014 basis. □ Sales by major product (Unit: KRW 100 million) Classification 3Q 2014 (’14.1.1~9.30) 2013 2012 CTV 226,571 331,207 350,381 Mobile 823,910 1,353,537 1,032,875 MEMORY 211,462 237,146 208,640 DP 186,806 298,371 329,994 ※ Including internal sales between divisions. ※ Represented on 3Q 2014 basis. Samsung Electronics 2014 Interim Business Report 32 / 152 □ Sales by sales type (Unit: KRW 100 million) 3Q 2014 (’14.1.1~9.30) Classification Products 2013 1,515,164 2,252,839 1,926,709 19,595 34,088 84,327 1,534,759 2,286,927 2,011,036 Service and other sales Total 2012 ※Other sales consists of royalty income and rental income. □ Sales by major region (on a parent company financial statement basis) (Unit: KRW 100 million) 3Q 2014 (’14.1.1~9.30) Classification 2013 2012 Korea 122,205 172,004 204,703 Americas 310,071 442,526 315,846 Europe 166,014 335,645 312,650 Asia and Africa 226,738 341,059 290,832 China 216,789 292,487 288,033 Total 1,041,763 1,583,721 1,412,064 B. Sales Channels □ Domestic Classification Sales Channel Consumer Retailer Manufacture (Facility) Distributor (General merchandise store, Discount store, Department Store, Home-Shopping, Internet) Retailer Cooperative Joint Market, Sales Shop, Open Stores Consumer Telecommunication Service Provider (SKT, KT, LG U+) Direct Sales □ Overseas Classification Sales Channel Consumer Retailer Regional Sales Office Dealer Retailer Distributor Dealer Retailer Telecommunication Service Provider Production Subsidiaries Regional Distribution Office Consumer Retailer Regional Sales Office Dealer Distributor Retailer Dealer Dealer Direct Sales □ Sales ratio by channel Channel Wholesale Retail Special/direct sale Others Ratio 36% 25% 34% 5% ※ On a global basis Samsung Electronics 2014 Interim Business Report 33 / 152 C. Sales methods and conditions □ Domestic Classification Channel Collection Incidental expense sharing Exclusive Agency - Credit agreement (Cash, 30 day credit) (Credit applied within 100% of collateral) - Share cost under mutual agreement for each case Distributor General merchandise store, Discount store, Department store, Home shopping, Internet Case by case contract - Share cost under mutual agreement for each case Special/direct sale General companies Case by case contract Channel Collection Retailer Retail store Case by case contract - Share cost under mutual agreement for each case Dealer General merchandise store, Discount store, Department store Case by case contract - Share cost under mutual agreement for each case Distributor Direct sales to local distributors Case by case contract - Share cost under mutual agreement for each case N/A □ Overseas Classification B2B General companies Incidental expense sharing Case by case contract N/A D. Sales Strategy ○ Expand market leadership based on smart devices ○ Provide differentiated value to customers through brand, products, and service ○ Strengthen operational capabilities for customer/market ○ Enhance sales capabilities E. Major customers During the 3Q of 2014, major customers included Apple, Deutsche Telekom, Ingram Micro, Sprint and Verizon. Sales to our five major customers accounted for about 13% of total sales. 6. Long-term Contracts N/A Samsung Electronics 2014 Interim Business Report 34 / 152 7. Financial Risk Management The Company’s financial risk management focuses on minimizing market risk, credit risk, and liquidity risk arising from operating activities. To mitigate these risks, the Company implements and operates a financial risk policy and program that closely monitors and manages such risks. The finance team mainly carries out the Company’s financial risk management. With the cooperation of the Company’s divisions, domestic and foreign subsidiaries, the finance team periodically measures, evaluates and hedges financial risk and also establishes and implements global financial risk management policies. Financial risk management officers are dispatched to the regional headquarters of each area including the USA, UK, Singapore, China, Japan, Brazil and Russia to oversee application of global financial risk management policies at the local finance centers. Financial assets subject to the Company’s financial risk management are as follows: Cash and cash equivalents, short-term financial instruments, available-for-sale financial assets, trade, and other receivables, and other financial assets. The Company’s financial liabilities subject to financial risk management are as follows: Trade and other payables, borrowings, debentures, and other financial liabilities. A. Market risk (1) Foreign exchange risk The Company is exposed to foreign exchange risk arising from various currency exposures due to global operations. The Company is mostly exposed to foreign currency volatility due to exchange positions of currencies, including the US Dollar, Euro, Japanese Yen, and Chinese Yuan. To minimize foreign exchange risk arising from operating activities, the Company’s foreign exchange management policy requires normal business transactions to be in local currency or for the cash-in currency to be matched with the cash-out currency. The Company’s foreign exchange risk management policy also defines foreign exchange risk, measuring period, ownership responsibilities, management procedures, hedging period and hedge ratio. The Company prohibits all speculative foreign exchange transactions. The Company has established a global foreign exchange system to manage exposures related to receivables and payables denominated in foreign currencies. (2) Stock price risk The Company’s investment portfolio consists of direct and indirect investments in equity securities classified as availablefor-sale, which is in line with the Company’s strategy. As of September 30, 2014 and December 31, 2013 a price fluctuation in relation to marketable equity securities by 1% would result in changes in other comprehensive income (before income tax) of KRW 56,297 million and KRW 43,993 million, respectively. (3) Interest rate risk Risk of changes in interest rate for a floating interest rate financial instrument is defined as the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates and the risk that cash flows from investing/financing activities will fluctuate with changes in interest gain/loss. The Company is exposed to interest rate risk mainly through interest bearing liabilities and assets. The Company has policies to minimize uncertainty and finance expenses from changes in interest rates. In order to avoid interest rate related risks, the Company maintains Samsung Electronics 2014 Interim Business Report 35 / 152 minimum external borrowing by facilitating cash pooling systems on a regional and global basis. The Company manages exposed interest rate risk via periodic monitoring and handles risk factors on a timely manner. B. Credit risk Credit risk arises during the normal course of transactions and investing activities where clients or other parties fail to discharge an obligation. The Company monitors and sets counterparty’s credit limits on a periodic basis based on the counterparty’s financial conditions, default history, and other important factors. Credit risk can arise from transactions with financial institutions which include financial instrument transactions such as cash and cash equivalents, savings, and derivative instruments. To minimize such risk, the Company transacts only with banks which have a strong international credit rating (S&P A and above), and all new transactions with financial institutions with no prior transaction history are approved, managed and monitored by the Company’s finance team and the local finance center. The Company carries out financial transactional contracts according to its debt ratio limit policy to provide collateral goods and collect external borrowings. The Company requires separate approval for contracts with restrictions. Most of the Company’s accounts receivable are adequately insured to limit exposure to credit risk. The Company estimates that its maximum exposure to credit risk is the carrying value of its financial assets, net of impairment losses. C. Liquidity risk Due to large investments made by the Company, maintaining adequate levels of liquidity risk is critical. The Company strives to achieve this goal by periodically forecasting its cash flow, estimating required cash levels, and managing income and expenses. The Company manages its liquidity risk by periodically forecasting projected cash flows. If abnormal signs are identified, the Company works with the local finance center and provides liquidity support by utilizing a globally integrated finance structure, such as Cash Pooling. In addition, the Company maintains a liquidity management process which provides additional financial support by the local finance center and the Company. The Cash Pooling program allows sharing of surplus funds among entities and contributes to minimizing liquidity risk and strengthening the Company’s competitive position by reducing capital operation expenses and finance expenses. In addition, the Company mitigates liquidity risk by contracting with financial institutions with respect to bank overdrafts and foreign trade finance and by providing payment guarantees to subsidiaries. For large scale facility investments, liquidity risk is minimized by utilizing internal reserves and long term borrowings according to the capital injection schedule. D. Capital risk management The purpose of capital management is to maintain a sound capital structure. The Company monitors capital on the basis of the ratio of total liabilities to total equity. This ratio is calculated by dividing total liabilities by total equity in the consolidated financial statements. The Company’s capital risk management policy has not changed since the fiscal year ended December 31, 2013. The Company has maintained A+ and A1 credit ratings from S&P and Moody’s, respectively. Samsung Electronics 2014 Interim Business Report 36 / 152 The total liabilities to equity ratios as of September 30, 2014 and December 31, 2013 are as follows: (Unit: KRW million) September 30, 2014 December 31, 2013 Total liabilities 68,278,794 64,059,008 Total equity 163,467,695 150,016,010 41.8% 42.7% Total liabilities to equity ratio E. Fair value measurement - Carrying amounts and fair values of financial instruments by category as of September 30, 2014 and December 31, 2013 are as follows: (Unit: KRW million) Classification September 30, 2014 Carrying amount December 31, 2013 Fair value Carrying amount Fair value Financial assets Cash and cash equivalents1 18,004,063 - 16,284,780 - 45,695,172 - 36,722,702 - 3,251,924 3,251,924 1,488,527 1,488,527 Trade and other receivables1 24,069,510 - 24,988,532 - Long-term available-for-sale financial assets2 12,317,751 11,902,526 6,238,380 5,850,155 5,772,600 5,743,505 5,472,956 5,436,470 Short-term financial instruments1 Short-term available-for-sale financial assets Other Total Financial assets 109,111,020 91,195,877 Financial liabilities Trade and other payables1 16,733,181 - 16,314,720 - Short-term borrowings1 9,722,014 - 6,438,517 - Debentures 1,309,116 1,333,728 1,311,068 1,327,569 Long-term borrowings 1,774,255 1,709,050 985,117 971,844 Long-term other payables 2,576,575 2,721,437 1,023,714 1,090,580 Other1 9,133,739 - 13,288,343 - Total Financial liabilities 1 2 41,248,880 39,361,479 Assets and liabilities whose carrying amount is a reasonable approximation of fair value are excluded from the fair value disclosures. Amount measured at cost (3Q 2014: KRW 415,225 million and 4Q 2013: KRW 388,225 million) is excluded as the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. Samsung Electronics 2014 Interim Business Report 37 / 152 The following table presents the assets and liabilities, by level, that are measured at fair value: As of September 30, 2014 (In millions of Korean won) Level 1 Level 2 Level 3 Total balance Derivatives Available-for-sale financial assets1 6,695,188 54,413 5,344,222 2,471 3,115,040 56,884 15,154,450 Total assets 6,695,188 5,398,635 3,117,511 15,211,334 Derivatives - 306,643 - 306,643 Total liabilities - 306,643 - 306,643 December 31, 2013 (In millions of Korean won) Level 2 Level 3 Total balance Derivatives Available-for-sale financial assets1 5,656,806 40,552 1,188,498 493,378 40,552 7,338,682 Total assets 5,656,806 1,229,050 493,378 7,379,234 - 244,172 - 244,172 Derivatives 1 Level 1 Total liabilities 244,172 244,172 Amount measured at cost (September 30, 2014: KRW 415,225 million, December 31, 2013: KRW 388,225 million) is excluded as the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. The levels of the fair value hierarchy and its application to financial assets and liabilities are described below. ㆍLevel 1: Quoted market prices (unadjusted) for identical assets or liabilities ㆍLevel 2: Fair valuation based on inputs that are observable in the market (Other than quoted prices included within level 1) ㆍLevel 3: Fair valuation based on inputs that are unobservable in the market The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 are listed equity investments classified as trading securities or available-for-sale financial assets. The fair value of financial instruments that are not traded on an active market (for example, over-the-counter derivatives) is determined using valuation methods. These valuation methods maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to measure the fair value of an instrument are observable, the instrument is included in Level 2. Samsung Electronics 2014 Interim Business Report 38 / 152 If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3. The Company performs the fair value measurements required for financial reporting purposes, including level 3 fair values and discusses valuation processes and results at least once every quarter in line with the Company’s quarterly reporting dates. The Company’s policy is to recognize transfers between levels at the end of the reporting period, if corresponding events or changes in circumstances have occurred. Specific valuation methods used to value financial instruments include: ㆍQuoted market prices or dealer quotes for similar instruments. ㆍThe fair value of foreign exchange forward contracts is determined using forward exchange rates at the statement of financial position date, with the resulting value discounted back to present value. Other methods, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. For trade and other receivables, the book value approximates a reasonable estimate of fair value. - Valuation methods and the inputs ㆍThe Company utilizes a present value method to discount future cash flows at a proper interest rate for corporate bonds, government and public bonds, and bank debentures that are classified as Level 2 in the fair value hierarchy. ㆍThe following table presents the valuation methods and the inputs used for major financial instruments classified as Level 3. (In millions of Korean won) Fair Classification Value Long-term available-for-sale financial assets Samsung Petrochemical 80,347 Input Range (Weighted Average) 2,625,324 Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Risk adjusted discount rate Price volatility -1.00% ~ 1.00% (0%) 6.37% ~ 8.37% (7.37%) -1.00% ~ 1.00% (0%) 7.01% ~ 9.01% (8.01%) -1.00% ~ 1.00% (0%) 6.06% ~ 8.06% (7.06%) -1.00% ~ 1.00% (0%) 8.81% ~ 10.81% (9.81%) -1.00% ~ 1.00% (0%) 7.69% ~ 9.69% (8.69%) 5.49% ~ 7.49% (6.49%) 30.90% ~ 36.90% (33.90%) 2,471 Binomial model Discount rate Stock price volatility 5.50% ~ 10.90% (7.74%) 10.26% ~ 16.83% (13.30%) 80,653 Taewon Electric 17,072 Pantech 53,053 Coming Incorporated convertible preferred stock Derivatives Embedded derivatives (convertible bonds) Level 3 Inputs Discounted cash flow Discounted cash flow Discounted cash flow Discounted cash flow Discounted cash flow Trinomial model Samsung General Chemicals Samsung Venture Investment Valuation Technique 7,021 Samsung Electronics 2014 Interim Business Report 39 / 152 -Changes in Level 3 instruments: (In millions of Korean won) 2014 Balance as of January 1 Purchases Disposals Amount recognized in profit or loss Amount recognized in other comprehensive income Other Balance as of September 30 2013 493,378 2,498,800 (10,871) (14,518) 192,453 (41,731) 3,117,511 389,195 131,151 (15,067) (5,129) 5,798 6,722 512,670 - Sensitivity analysis for recurring fair value measurements categorized within Level 3 Sensitivity analysis of financial instruments is performed to measure favorable and unfavorable changes in the fair value of financial instruments which are affected by the unobservable parameters, using a statistical technique. When the fair value is affected by tow or moreinput parameters, the amounts represent the most favorable or most unfavorable. The results of the sensitivity analysis for the effect on profit or loss from changes in inputs for each financial instrument, which is categorized within Level 3 and subject to sensitivity analysis, are as follows: (In millions of Korean won) Classification Long-term available for sale financial assets1 Embedded derivatives (convertible bonds)2 Total Favorable Changes Profit or Loss Equity Unfavorable Changes Profit or Loss Equity - 278,243 - (202,701) 469 469 (482) (482) 469 278,712 (482) (203,183) 1 Changes in fair value are calculated by increasing or decreasing the correlation between volatility (30.9% to 36.90%) and discount rate for convertible preferred stock. Similarly, for other equity securities, changes in fair value are calculated with the correlation between growth ratio (-1% to 1%) and discount rate, which are significant unobservable inputs. 2 For equity derivatives, changes in their fair value are calculated by increasing or decreasing the correlation between stock prices and volatility by 10%. Samsung Electronics 2014 Interim Business Report 40 / 152 8. Derivative Instruments and Put Options The Company holds convertible bonds in several companies, including FTS, as well as bonds with warrants of Shinwha Intertek Co., Ltd. (A) The value of derivative instruments as of Sep 30, 2014 is presented below: (Unit: KRW million) Asset Liabilities Valuation Gain Valuation Loss Put options 8,854 - - 10,768 Total 8,854 - - 10,768 ※ The option values were calculated using appropriate valuation methodologies, including the Black-Scholes model (B) To manage foreign exchange risk, the Company’s subsidiaries hedge by trading forward currency contracts based on foreign currency positions. Overseas subsidiaries buy or sell currency forwards with less than one year maturity via a bank to avert risk. The Company holds convertible preferred shares of Corning Incorporated and its value is as follows. (Unit: KRW million) Purchasing Price Convertible preferred Stocks Fair Value 2,434,320 2,625,324 Valuation Gain Valuation Loss 191,004 - ※ Fair value determined using Trinomial Tree model (C) Currency forwards as of Sep 30, 2014 are as follows. (Unit: KRW million) Asset Liabilities Valuation Gain Valuation Loss Currency forwards 54,302 306,607 52,261 94,897 Total 54,302 306,607 52,261 94,897 Samsung Electronics 2014 Interim Business Report 41 / 152 9. Major contracts Account Ericsson Item Contents Contract type Mutual patent-use contract Contract date 2014.01.25 Purpose and contents Secure operational advantage through mutual patent licensing Contract type Mutual patent-use contract Contract date and period 2014.01.25 / indefinite term Purpose and contents Secure business freedom through mutual patent licensing Others Permanent license contract (including patent applications in the next 10 years) Contract type Mutual patent-use contract Contract date 2014.01.23 Purpose and contents Secure operational advantage through mutual patent licensing Contract type Process technology license contract Contract date 2014.02.28 Purpose and contents Expand customer base of 14nm process Contract type Patent-use contract Contract date 2014.06.03 Purpose and contents Secure business freedom through patent licensing Google Cisco Global Foundries Inc. InterDigital ※ Information related to other IP disputes, including contract amount, was not included. Samsung Electronics 2014 Interim Business Report 42 / 152 10. Research and Development Activities A. Summary of activities and R&D expenditures The Company is leading the global market by continuously developing creative and innovative products and the future technology through shifting its way of thinking and understanding customer demand. The Company is currently developing creative and innovative products and doing its utmost to cement its position in the world IT industry and become a truly Leading Company that leads world’s industrial technology by securing nextgeneration and original technology. [R&D expenses] (Unit: KRW million) 3Q 2014 Total R&D expenditure Capitalization of development expenses (intangible asset) Accounting R&D costs (expenses) R&D expenses/sales Ratio 3Q 2013 2013 2012 11,412,295 10,840,199 14,780,432 11,892,434 679,094 314,340 461,030 359,639 10,733,201 10,525,859 14,319,402 11,532,795 7.4% 6.4% 6.5% 5.9% ※ On a consolidated basis (in conformity with K-IFRS) As of Sep 30, 2014, the Company’s R&D expenses were KRW 11,412 billion, a 5.3% YoY basis. The Company capitalized KRW 679 billion and recognized KRW 10,733 billion as the current expenditure. B. R&D Organization and Operations Domestic The Company operates three levels of R&D organizations; a business unit development team under each division that develops market ready technologies with a 1-2 year outlook, a research institute under each business unit that develops mid to long-term technology with a 3-5 year outlook, and the Samsung Advanced Institute of Technology that develops core technology as a future growth engine. Samsung Advanced Institute of Technology is the central research institute of Samsung Electronics that has been established to lead the future as a birthplace of cutting-edge technology. It has a creative R&D system and provides R&D directions for promising growth sectors at the Company level, exploring future growth engines and strengthening technological competitiveness of core businesses. Overseas The Company operates R&D organizations in the US (SRA-Silicon Valley, SRA-Dallas), the UK (SRUK), Russia (SRR), Israel (SRIL,SIRC), India (SRI-Bangalore, SRI-Delhi), Japan (SRJ), China (SSCR, SRC-Beijing, SRC-Nanjing, SRCTianjin, SRC-Guangzhou) to carry out research activities for product development and basic technological research. Samsung Electronics 2014 Interim Business Report 43 / 152 ※ As of Sep 30, 2014 ※ Refer to 『G. Subsidiaries subject to consolidation』 in 『I. Corporate Overview』 for more details about overseas R&D organizations. Samsung Electronics 2014 Interim Business Report 44 / 152 C. R&D Results Research project Research results and expected effect In case applied to a product, name of the product and application □ Smart Monitor (TB750, 24"/27) - Support mobile device connectivity via MHL - Support wireless transmission of picture via WiFi - Can use smart hub and smart TV apps - AllShare and Connect Share functions - 7W x 2 Ch speaker - Asymmetric slim design □ Region: Americas/Europe/ domestic, etc. □ Launch: Feb ‘12 □ Supply commercialized broadcasting set-top box for UK Virgin Media - Develop cable TV set-top box (equipped with TiVo middle ware) - HD broadcasting and mass recording functions (1T class) ※ Virgin Media: The largest media group in UK □ Region: UK □ Launch: Feb ‘12 Smart TV Service □ Smart TV Service launch in ‘12 - Cloud-based contents sharing among family members - Provide and manage contents for toddlers - Customized exercise guide service - Contents sharing between various devices □ SDK3.1 Public Release (March) - Smart Control input device and In-App advertisement - Provide utility tool (Automatic Testing Tool) □ Region: Global □ Launch: Feb ‘12 Smart Input Device □ Introduction of smart wireless keyboard Easy to control device with QWERTY text input and Touch Pad Bluetooth Pairing for controlling TV and Mobile devices □ Region: Americas/Europe/ domestic, etc. □ Launch: Feb ‘12 □ Applied products: LED/PDP products in response to BT □ Smart Station Monitor (CB750, 24") - Support connection to Wireless PC screen - Mobile control function - Support mobile device connectivity via MHL - Can control 2 PCs (Drag & Drop file transfer, etc.) - Support USB Hub and USB Super Charging - 5W x 2 Channel speaker □ Region: Americas/Europe/ domestic, etc. □ Launch: May ‘12 □ Product Concept - All-in-one Cloud Display Monitor(AMD Solution) * Cloud Display Monitor: All-in-one LED monitor for creating server-based computing environment, which is the next generation IT infra solution that can efficiently manage IT resources and strengthen security □ Purpose and effects - Respond to EnergyStar5.0 and Erp(European energy standard) - Apply platform/DDR3 and SSD/enable Fan less via 2 chip solution AMD Ontario - Increase opportunity of sales expansion by adding 23.6" 16:9, 19" 5:4 Format Line-up - ECO-Friendly → LED BLU /Energystar/TCO/Thin Design - Secure sales channel in response to VMware/Citrix virtualization solution □ Region: Global □ Launch: Dec ‘12 □ Inch : 19"/23.6" □ Product Concept - Changed to new Echo-E chip dedicated to LFD from existing Genoa-P - DP LoopOut & DP1.2 MST using ST Athena chip - 24/7 operable Heavy Usage LED models - High intensity (700nit) anti-Glare required for information delivery □ Spec and effects - Panel : New, Edge-LED, 700nit - SMPS (PD-Board) : New - 12 hours use per day (3 year warranty) - Safety standard 60950-1(monitor), EMC class A - Remote control: TM1240B - Stand not provided (Option accessory) - In response to competitors’ line-up - Secure LFD product line-up □ Region: Global □ Launch: Oct ‘12 □ Inch : 40"/46"/55" Smart TV monitor Set-Top Box for Virgin Media Smart Station Monitor All-in-one Cloud Monitor LFD DEC (LH40DECPLBA/ZA) Samsung Electronics 2014 Interim Business Report 45 / 152 Research project Develop high-resolution large size TV panel Research results and expected effect In case applied to a product, name of the product and application □ Differentiate Main Stream TV products and secure competitiveness □ Region: Global □ Launch: 1Q 13 □ Achieve low power consumption of table products by enhancing transmitivity and enhance production yield □ Region: Global □ Launch: 4Q 12 □ Mass produce 20nm 4GB DDR3 DRAM as the first in the world - Developed as the first in the world for 4 consecutive generations since 50nm 4GB in '09 - Transmission speed of 1,833Mbps, which is the fastest for server □ Maintain competitive advantage in the value-added DRAM market with cutting-edge ‘green memory’ from server to PC market □ Region: Global □ Launch: Feb ‘12 □ Name : 4GB DDR3 DRAM □ Mass produce 20nm 4GB mobile DRAM as the first in the world - Mass produce products from 1GB to 4GB, highest capacity in the industry - Only provider of 4GB ultra-thin 0.8mm solution in the industry □ In the future, expand 4GB market by increasing the proportion of 20nm DRAM Maintain competitive advantage in the premium memory market □ Region: Global □ Launch: Apr ‘12 □ Name : 4GB LPDDR2 Mobile DRAM Develop 30nm 4GB DDR4 DRAM for computer □ Develop next generation 30nm 4GB DDR4 DRAM as the first in the world - Launched 16GB DDR4 DRAM as the first after the launch of 2GB DDR4 DRAM in ‘11 - In the future, plan to develop products with fastest speed of 3.2Mb/s □ Create differentiated market by mass producing 20nm products in '13 and maintain competitive advantage with high-capacity green memory □ Region: Global □ Launch: Jun '12 □ Name : 4GB DDR4 DRAM Mass produce 30nm 4GB LPDDR3 mobile DRAM for mobile □ Mass produce next generation 30nm 4GB mobile DRAM as the first in the world - Mass produce largest range of LPDDR3 products in the industry from 1GB to 2GB - Only provider of 2GB ultra-slim 0.8mm solution in the industry □ Maintain competitive advantage in the premium memory market by taking the lead in high-capacity next generation LPDDR3 DRAM market in the future □ Region: Global □ Launch: Aug ‘12 □ Name : 4GB LPDDR3 Mobile DRAM High-resolution low-power consumption Tablet product technology Mass produce 20nm 4GB DDR3 DRAM for computer Mass produce 20nm 4GB LPDDR2 mobile DRAM for mobile □ Mass produce high-capacity 20nm 128GB eMMC as the first in the world Mass produce 20nm - Launched 128GB in Aug ’12 after mass production of 64GB in Jul '12 128GB eMMC - Can store 15 8GB Full HD contents internal storage for mobile □ Continue to expand next generation high-capacity mobile device market with 5 times faster speed than external memory card Class10 Mass produce 2ynm 4GB DDR3 DRAM for computer Mass produce 2ynm 512GB SSD for computer □ Region: Global □ Launch: Aug ‘12 □ Name : 128GB eMMC internal memory card □ Mass produce cutting-edge 2ynm 4GB DDR3 DRAM as the first in the world - Launched DRAM produced by new process for 4 consecutive years since '09 - Enhance product competitiveness with the best capacity low power consumption property □ Continue to strengthen business competitive advantage by expanding sales in differentiated market through mass production of 20nm products in '13 □ Region: Global □ Launch: Oct ‘12 □ Name : 4GB DDR3 DRAM □ Mass produce the best performance high-capacity 512GB SSD in the world - Develop high-performance SSD with high-performance 3bit MLC as the first in the industry - Lead market expansion by mass producing high-end/mass market SSD simultaneously □ Continue to strengthen business competitiveness in the premium memory market by expanding premium ultra notebook market in '13 □ Region: Global □ Launch: Oct ‘12 □ Name : 512GB SSD □ Mass produce 64GB eMMC with next generation standard as the first in the world Mass produce 10nm - Launched next generation product after the launch of eMMC 4.5 product in Jul '12.7 64GB eMMC - Equipped with best performance 10nm 64GB NAND since Oct '12 internal storage for mobile □ Take the lead in high performance mobile device market with subminiature package that has 10 times faster speed than external memory card Class10 □ Region: Global □ Launch: Nov ‘12 □ Name : 64GB eMMC internal memory card Samsung Electronics 2014 Interim Business Report 46 / 152 Research project Smart TV Service Smart Input Device HDD Broadcasting Multi-device (BD-F8500) BD Player (BD-F7500) Smart Interaction Monitor (SC770) Research results and expected effect □ Smart Hub service launch in ‘13 - Provides Smart Hub that enables easy and fast access to contents by category via five panel UIs On TV: Recommends program based on viewing history by the hour Movies & TV Shows: Recommends popular/new VOD based on user’s viewing history Photos, Videos & Music: Provides list of recently played/recorded photos/music/videos Social: list of contents recommended by SNS friends/ video call Apps: Shows recommended/ downloaded apps □ SDK 4.1 Public Release - Reinforces platform and ecosystem by adding major S/W module platform of ‘13 - Supports Linux and Mac emulator and provides local Cloud Emulator functions - Adds Smart Controller functions of ‘13 - Native IME (response to ’13 input device) □ Introduction of 2013 smart wireless keyboard Easy to control device with QWERTY text input and Touch Pad Supports multi pairing between BT standard devices including TV/mobile (shortcut) □ Introduction of 2013 external camera Improves Skype resolution with 5M pixel camera EPTZ(Electronic Pan Tilt Zoom), Face Tracking One Hand Gesture Recognition □ Key features Dual Tuner , CI , LAN, USB 2.0, HDMI, S-PDIF, Internal HDD, WiFi, Record 3D broadcasts □ Development Applied ‘13 UX & Apps, Applied Fox-B, New Micom (Nuvoton, 32bit), Movie & TV Show, Screen Mirroring, Remote Access □ Key features 4K 3D Wifi BDP premium model Internal 4K Scaler / 2HDMI (4K/Audio) TV 7080 design matching VFD Front Display Smart Hub / Screen mirroring 2 x 2 Dual band Wifi module (minimized interference) □ Development Scaler Chip for 4K HDMI exclusively for Audio (increase usability) Strengthen Smart Hub functions (Movie & TV Show, Screen Mirroring, Remote Access) Reinforce security with TrustZone In case applied to a product, name of the product and application □ Region: Global □ Launch: Feb '13 □ Region: Global □ Launch: Mar '13 □ Region: Europe □ Launch: Mar ‘13 □ Region: Global □ Launch: Mar ‘13 □ Improved motion recognition - Improve motion sensitivity, Thumbs Up recognition □ Increased interactive voice response supported countries - Countries added: Canada/Switzerland/Spain Countries supported: 9 (as of end-June) US, UK, Korea, France, Germany, Australia, Canada, Switzerland, Spain □ Introduced built-in camera for OLED/UHD TV Reflected new developments on circuit/apparatus for OLED Design 5M pixels, support motion/face recognition (same spec as LED F8000) □ Region: Global □ Launch: Jun ‘13 □ Applied products - Motion recognition: TV with built-in camera - Interactive voice response: Models of LED 6400 or higher - Built-in camera: OLED TV KN55S9CAF, UHD TV 55/65 F9000 □ Added Touch Monitor Line up in ‘13 - Introduced Touch Monitor to create a new market □ Reinforced user convenience - Secured absolute advantage over competitors by providing differentiated usability&design □ Optimum solution for using Touch - Fast Touch and 10 Points multi Touch possible by applying capacitive sensing Touch, Windows8 certification - Ergonomic sliding stand structure - Wide viewing range Panel and contrast range three times wider than plain monitor □ Premium design - Premium design with metallic materials - Narrow Bezel design that maximizes immersive experience when using Touch □ Region: America/Europe/etc. □ Launch: Jun ‘13 □ Inch : 24" Samsung Electronics 2014 Interim Business Report 47 / 152 Research project Open Cell Monitor (SC590) LFD ME95C Mobile AP development Research results and expected effect In case applied to a product, name of the product and application □ Seek to introduce Open Cell to Display product line - Introduced Open Cell model □ Reinforced line ups - Open Cell new line ups - Cheaper model than existing SC570 model as responding to 27” Slim Design □ Reinforced user convenience - Narrow Bezel Design provides immersive experience aesthetic value - Applied wide viewing range PLS Panel, reproduce vivid color in any angle - Increased connection devices such as PC and imaging device by supporting HDMI □ Region: Global □ Launch: Aug ‘13 □ Inch : 27” □ Product Concept - Ultra large size 95" LED LFD(world’s largest Edge LED LFD) - Slim Bezel & Depth Metallic Black Premium Design - Symmetric Design for both vertical/horizontal use - Valuable functions for Smart Meeting Room □ Product specification - Support PIM Half Embedded structure - Support automatic Pivot, using sensor - Terminal: D -sub,DVI,Component(AV),DP,HDMIx3,RS232C □Region: America/Europe/Domestic, etc. □ Launch: Dec ‘13 □ Inch : 95” □ Developed and mass produced big.LITTLE based octa-core Mobile AP as the first in the industry - Maximized benefits of low power consumption with big.LITTLE based octa-core - GPU capacity twice the 'Exynos 4 Quad' products - Support WQXGA – can be applied to smartphone and tablet - Applied eMMC 5.0 and USB 3.0 interface as the first in the industry - Continue to secure the Company’s AP technology leadership □ Region : Global □ Launch : Mar ‘13 □ Name : Exynos 5 Octa □ Mass produced high capacity 10nm 128Gb NAND Flash Mass produce - Launched twice the capacity of 10nm 64Gb in Nov ‘12 10nm 128Gb NAND Flash - Equipped best capacity 20nm 64Gb NAND from May ‘12 for mobile □ Strengthen product competitive edge and lead memory market growth with 128Gb NAND-based memory card and expansion of SSD market □ Region : Global □ Launch : Mar ‘13 □ Name : 128Gb NAND Flash Mass produce 20nm 1TB Server SSD for Server □ Mass produced world best performance 1TB class Server storage - High-efficiency solution for cloud service market - Enhanced Server system capacity by six fold, reduced power consumption by 30% □ Lead premium SSD market growth by developing next generation SSD - Solidified competitive advantage with high value-added Server SSD □ Region : Global □ Launch : Mar ‘13 □ Name : 960GB Server SSD Smart card IC □ Acquired 'CC EAL7' with Smart card IC as the first in the industry - Applied world-class design/manufacture/security technology - Established standard modeling that can resist various types of hacking attacks Issue certification via ANSSI, a French security agency □ Promote the Company’s image as a leader of smart card IC technology and continue to increase FSID market presence □ Region : Global □ Launch : Mar ‘13 □ Name : S3FT9KF eFlash process □ Developed 45nm eFlash process as the first in the industry - Secured commercialization technology by developing smart card IC test chip - Reduced power consumption 25%, data reading time 50% - Plan to mass produce the first commercialized product in 2H14 - Applied to MCU product foundry/ASIC business □ Promote the Company’s image as a leader of smart card IC technology and induce foundry/ASIC customers □ Region : Global □ Launch: May ‘13 □ Name: 45nm eFlash □ Mass produced 160lm/W middle power, which is the best in the industry - Middle power achieved luminance efficiency of 160 lumen per watt - First to mass produce industry-best LED package □ Promote the Company’s image as a leader of middle power technology and continue to secure LED market presence □ Region : Global □ Launch: Feb ‘13 □ Name: LM561B □ Mass produce new concept 128Gb 3D V-NAND Flash as the first in the world - Overcome the limits of miniaturization by 3D CTF(Charge Trap Flash) cell structure innovation and vertical layer process innovation - Increased degree of integration by twofold/ cell life by tenfold/ writing speed by twofold □ Secured Tera bit NAND mass production technology with 300 core patents - Strengthen technological competitive advantage to take the lead in large capacity market □ Region : Global □ Launch: Aug ‘13 □ Name: 128Gb V-NAND Flash 160lm/W middle power LED package Mass produce 3D vertical 128Gb V-NAND Flash Samsung Electronics 2014 Interim Business Report 48 / 152 Research project Research results and expected effect In case applied to a product, name of the product and application □ Develop next generation 20nm 8Gb LPDDR4 DRAM as the first in the world - Develop lowest power consumption/ highest speed mobile DRAM - Create LPDDR4 market in ’14 after LPDDR3 in '12 □ Build 20nm 8Gb DRAM mobile/server full line up - Create new market by launching 4GB in ‘14, the largest capacity in mobile ' □ Region : Global □ Launch: Dec ‘13 □ Name : 8Gb LPDDR4 Mobile DRAM □ Develop next generation image sensor pixel technology as the first in the industry - Applied new method that isolates adjacent pixel - Enhanced sensitivity by minimizing loss of electric signal - Provide a sample of the first product with new technology □ Strengthened the Company’s leadership in image sensor market □ Region : Global □ Launch : Nov ‘13 □ Name : S5K4H5YB 5Develop ultra large size/ high resolution LCD TV panel □ Mass produced 55”,65” UHD TV panel □ Strengthen market leadership and contribute to commercialization of UHD TV by expanding UHD TV line ups □ Region : Global □ Launch : Jun ‘13 Develop OLED TV panel (55”) □ Take the lead in the next generation TV market by launching curved OLED TV □ Secure competitiveness by enabling Zero Pixel Defect definition □ Region : Global □ Launch : Jun ‘13 □ Create new OLED Application market based on design differentiation □ Develop 1.63” high-resolution Compact Design □ Region : Global □ Launch : Sep ‘13 □ Secure advantages in terms of resolution compare to competitors and strengthen market competitiveness by developing high-resolution technology □ Mass produce smartphone OLED panel □ Region : Global □ Launch : Apr ‘13 □ Secure advanced technology to take the lead in the next generation products □ Mass produce curved display for smartphone as the first in the world □ Region : Global □ Launch : Oct ‘13 □ Develop R/G/B technology UHD products as the first in the world □ Reinforce market leadership and differentiate products by expanding UHD TV line ups □ Region : Global □ Launch : TBD □ Mass produce high-resolution Tablet panel □ Achieved low power consumption of tablet products and higher rate of production by enhancing transmissivity □ Region : Global □ Launch : Feb ‘14 Mass produce Server 3D V-NAND based 960GB high reliability SSD □ Mass produced 3D V-NAND based high-reliability 960GB SSD as the first in the world Equal performance with SLC NAND SSD by using 3D V-NAND Increased customer value with high-reliability/high performance/high capacity/ low power consumption □ Maximized efficiency of investment in datacenter with ultra power saving solution Secure competitiveness for expansion of next generation green IT market □ Region : Global □ Launch : Sep ‘13 □ Name: 960GB 3D V-NAND SSD Mass produce 20nm 4GB DDR3 DRAM for server □ Mass produce ultra-fine 20nm 4GB DDR3 DRAM as the first in the world - Applied independently developed high-density/high-speed/low-power consumption technology - Enhanced productivity by 30% compare to 25nm □ PC and server full line-up to be launched with 20nm 4GB DRAM - Enhance competitiveness by launching the whole line-up including mobile in the future □ Region : Global □ Launch : Feb ‘14 □ Name : 4GB DDR3 DRAM Develop new ISOCELL image sensor □ Launched new 1600 megapixel ISOCELL image sensor - Clear image even in dark places - 16 megapixel / 30pfs per second (first in the industry) - 16:9 aspect ratio FullHD resolution □ Developed 13 megapixel stacked ISOCELL image sensor - Smaller chip size and wider circuit range by applying stacked structure - Diversification of exposure with smart WDR function improves color in backlight □ Region : Global □ Launch : Mar ‘14 □ Name : S5K2P2 Develop new mobile AP product with HMP solution □ Launched new Exynos 5 Octa (5422) product - Enhance power efficiency by combining and utilizing 8 high-capacity/low-power consumption cores through applying HMP solution - Support WQHD and WQXGA ultra-high resolution - Strengthen low-power consumption capacity by using automatic conversion to power save mode and mobile video compression technology □ Launched new Exynos 5 Hexa (5250) product - Enhance power efficiency by combining and utilizing 6 high-capacity/low power consumption cores through applying HMP solution - Support WQXGA ultra-high resolution □ Region : Global □ Launch: Jan/Mar ‘14 □ Name : Exynos5250/ Exynos5422 Mobile 20nm 8Gb LPDDR4 DRAM Develop ISOCELL Pixel technology Wearable Display Watch Develop high-resolution OLED panel Develop Flexible technology Develop UHD OLED TV panel High-resolution low power consumption Tablet product technology Samsung Electronics 2014 Interim Business Report 49 / 152 Research project Research results and expected effect In case applied to a product, name of the product and application □ Launched NFC with internal flash memory (e-flash) - Used 45nm e-flash logic process as the only one in the industry, which improves density and power efficiency compare to 90nm products - Miniaturized products by supporting smallest antenna solution - Enabled mobile POS through NFC chip as the first in the industry ※ POS (Point of Sales): point of sale information management system □ Region : Global □ Launch: Jan ‘14 □ Name : S3FWRN5 UHD TV HU9000 □ Ultimate Curved UHD TV that provides perfect immersive experience - Adopted ergonomic Curved LED Panel □ Clear differentiation values compare to competitors - Smart Hub function with Multi-Link Screen added - The only Evolutionary UHD TV □ Premium design - Ergonomic Curved Design - The best premium image through Immersive Viewing Experience □ Region : Global □ Launch: Mar ‘14 □ Inch : 55"/65" UHD TV HU9000 (105") □ Wide Curved(21:9) 105" UHD TV - Introduced ultra-large size 105" Curved UHD TV as the first in the world - Adopted SDC 4200R 105" Wide Curved Panel - Applied Golf-AP/MP Platform - Provide ultimate immersive experience and realistic viewing experience □ Region : Middle East □ Launch : Jun ‘14 □ Inch : 105" □ Mass produced 2nd generation 3D V-NAND based 1TB SSD as the first in the world - Opened up ‘the era of popularized 3D memory’ with 2nd generation V-NAND - Target PC market after creating server market last year □ Launched high-reliability, high-capacity, low-power consumption V-NAND SSD line-up - Increased life by twofold and reduced power consumption by 20% compare to existing SSD - Launch ‘V-NAND SSD’ in 53 nations around the world starting in July □ Region : Global □ Launch : May ‘14 □ Name : 1TB, V-NAND SSD Develop new ISOCELL Image sensor □ Develop 13 megapixel stacked ISOCELL image sensor - Smaller chip size and wider circuit range by applying stacked structure - Diversification of exposure with smart WDR function improves color in backlight □ Region : Global □ Launch : Jun ‘14 □ Name : S5K3M2 Develop new mobile AP product □ Launched new Exynos 5 Octa (5430) product - Increased power efficiency by applying 20nm low-power consumption HKMG process - Enhanced performance by applying HMP solution and can work individually depending on low power core needs - Enhanced low power consumption property by using automatic conversion to power save mode and mobile video compression technology - Support WQHD and WQXGA ultra high-resolution □ Region : Global □ Launch : Jun ‘14 □ Name : Exynos 5430 □ Product Concept - Wide Curved(21:9) 105” UHD TV - Need to solidify market leadership by introducing ultra-large size 105” UHD TV as the first in the world □ Spec and effects - Adopted SDC 4200R 105" Wide Curved Panel - Applied Golf-AP/MP Platform - Provide the ultimate immersive and realistic viewing experience □ Region : Global □ Launch : Jul ‘14 □ Inch: 105” □ Introduced Premium UHD Line Up - Introduced high resolution UHD LFD line up - Applied SE13U Platform - Applied spec to respond to LFD Usage - Reduced additional investment costs by sharing TV HU7K design □ Main functions - Support full HD screen split in 4 (2/3/4 splits) - DP 1.2 and SBB applicable □ Region : Global □ Launch : Aug ‘14 □ Inch: 85” Develop new smart card product Mass produce 2nd generation V-NAND based 1TB SSD for PC UHD TV (UN105S9WAF) LFD QMD Samsung Electronics 2014 Interim Business Report 50 / 152 11. Other Information for Investment Decision Making A. Intellectual property right In 2013, the Company invested KRW 14.8 trillion and registered 7,643 domestic and 11,289 overseas patents including approval for 4,676 US patents. As a result, the Company maintained second place in terms of numbers of patents registered in US amongst global technology companies, for eight (8) consecutive years since 2006. <Number of patents registered in each country (as of December 31, 2013, cumulative)> (Unit: # of Patents) Korea Number US 36,559 Europe 34,203 China 15,091 Japan 9,898 Others 7,143 7,871 The Company first registered US patents in 1984, and now holds 110,765 patents around the world. The Company holds a significant number of registered US patents to effectively respond to disputes in the U.S <Number of patents registration per year> (Unit: # of Patents) ‘13 ‘12 ‘11 ‘10 ‘09 ‘08 ‘07 Korea 2,762 2,013 1,610 1,612 1,485 4,740 10,974 US 4,676 5,081 4,894 4,551 3,611 3,515 2,725 These patents are mostly related to smartphone, flash memory, System LSI and DTV for the Company’s strategic business products or for future use. These patents not only protect the Company’s business but also play the role of keeping similar technology and patents, as well as competitors in check. In addition, as some of the patents are for new material, new multimedia codec, and next-generation mobile communication, the Company expects them to protect its business in the future when it enters into new businesses. The Company has also been focusing on securing design patents to protect its original design applied to smartphone and LED TV by acquiring 516 US patents in 2013. B. Environmental regulations The Company strictly abides by environmental regulations on products and workplace prescribed by law. In addition, to following “the low carbon green growth policy” of the Korean government, the Company has been increasing the number of “Green Technology Certifications” and reports “the amount of CO2 emission and energy use” to the government and transparently provides related information to stakeholders. (Refer to 『9. Green Management』 of 『VIII. Other Information Related to Investment Protection』 for more details about green technology certification.) (Environmental regulation on products) The environmental regulations on products are getting stricter reflecting its potential direct and indirect impacts consumers’ health and safety as consumers carry them or install at home for use. Accordingly, the Company is working to minimize environmental impact throughout the whole life cycle of products from development stage of components and products to manufacturing, distribution, use, and disposal. The Company offers “Eco partner Certification” to partner companies for components without harmful substances, and runs an “Eco design evaluation” system to reflect ecoSamsung Electronics 2014 Interim Business Report 51 / 152 friendly elements on products (reduced use of resources, energy, and harmful substances and application of eco-friendly materials) at the development stage, and operates a “waste electronics collection recycle system” in Europe, North America, Korea, and India for collecting and recycling waste electronics. These activities are in line with domestic and foreign environmental laws on electronics and are a differentiation factor of the Company and its products. Relevant laws are as follows: 1. Law on collection and· recycle of waste electronics (e.g., EU WEEE Directive) 2. Limit on the use of harmful substances (e.g., EU RoHS Directive, REACH Regulation) 3. Regulation on energy efficiency (e.g., EU ErP Directive) (Environmental regulations on workplace) The Company operates environmental pollution prevention facilities for preventing air pollution, water pollution, and disposal of waste to minimize discharge of pollutants, thereby minimizing impact on the surrounding environment. Environmental management of workplace is supervised by relevant government authorities. All production facilities, domestic and overseas, have acquired International Occupational Health and Safety Management System Certification (ISO 14001, OHSAS18001) to strengthen compliance. Domestic and International major relevant laws are as follows: 1. Regulation related to emission of pollutants: Water Quality and Ecosystem Conservation Act, Clean Air Conservation Act, Wastes Control Act, Noise and Vibration Control Act, Environmental Impact Assessment Act 2. Management of greenhouse gas emission: Greenhouse gas emission report, Goal management system 3. Others: Toxic Chemicals Control Act, Odor Control Law, Soil Environment Conservation Act (Greenhouse gas emission and energy consumption management) The Company is a “controlled entity” according to article 42 of the “Framework Act on Low Carbon, Green Growth.” Thus, the Company has been reporting the amount of greenhouse gas emission and energy consumption, verified by a third-party, to the authorities and disclosing it to stakeholders according to article 44 of the same Act since May 2011. The reported amount of greenhouse gas emission and energy use are presented below: 2013 Greenhouse gas (Unit: tCO2e) Energy (Unit: TJ) 2012 2011 6,303,033 6,004,674 9,955,301 96,298 91,330 125,370 ※ 62 workplaces including domestic manufacturing facilities, company buildings, and company owned buildings. ※ DP business was excluded from the total amounts of 2012 due to the spin-off of Samsung Display. ※ Reported Greenhouse gas emission excludes Ozone Depletion Substance (ODS). The Company achieved its own greenhouse emission and energy consumption limit goal for 2013 by installing energy efficient equipment and energy-saving activities to meet greenhouse gas reduction. Samsung Electronics 2014 Interim Business Report 52 / 152 III. Management Discussion and Analysis Pursuant to the reporting guidelines set forth by the Financial Supervisory Service of South Korea, the Management Discussion and Analysis section, reported in the annual Business Report, is not included in quarterly and half year reports. Samsung Electronics 2014 Interim Business Report 53 / 152 IV. Corporate Governance and Affiliates 1. Board of Directors A. Overview of Board of Directors As of September 30, 2014, the Board of Directors (BOD) consists of nine (9) directors, four (4) of whom are executive directors (Oh-Hyun Kwon, Boo-Keun Yoon, Jong-Kyun Shin, and Sang-Hoon Lee) and five (5) independent directors (InHo Lee, Han-Joong Kim, Kwang-Soo Song, Byeong-Gi Lee, and Eun-Mee Kim). The Board has six (6) committees as follows: Management Committee, Audit Committee, Independent Director Recommendation Committee, Related Party Transactions Committee, Compensation Committee, and CSR Committee. B. The BOD Agendas considered and voting results Independent directors Date Agenda Results In-Ho Lee Jan 24, 2014 ① Approval of FY2013 financial statements and annual business report ② Approval of FY2014 business plan ③ Revision to management committee regulations ④ Participation in Samsung BioLogics equity rights offerings ⑤ Appointment of compliance officer HanJoong Kim KwangSoo Song ByeongGi Lee Eun-Mee Kim Approved For For For For For Approved Approved Approved Approved For For For For For For For For For For For For For For For For For For For For For For For For For For ※ Reported Items ① Report on the internal accounting management system ② Assessment of the internal accounting management system ③ Report on the results of establishment of research committee for environmental safety Feb 18, 2014 ① Decision to convene the 45th (FY2014) AGM ② Decision of the 45th AGM agenda items - report items: 1) FY2013 annual audit report 2) FY2013 annual business report - Item 1: Approval of FY2013 financial statements, including balance sheet, income statement, and the statement of appropriation of retained earnings, etc. - Item 2: Approval of remuneration limit for Directors ③ Donation to Chung-nam Samsung Institute Approved Approved Did not attend Approved Did not attend For For For ※ Reported Item ① Report on the results of compliance review Apr 29, 2014 ① ② ③ ④ Approval of 1Q FY14 financial statements and business report Renewal of the existing Directors' liability insurance policy Donation Application for Venture Capital Union ① Disposal of technology assets ② Equity investments ③ A property Leasing contract with Samsung Display Jun 03, 2014 Approved Approved Approved Approved For For For For For For For For For For For For For For For For For For For For Approved Approved Approved For For For For For For For For For For For For For For For ※ Reported Items ① Research results and findings from the advancement of corporate ecosystem research council ② Reported Progress of research results for the environmental safety Samsung Electronics 2014 Interim Business Report 54 / 152 Jul 31, 2014 ① Approval of the 46th 1H14 financial statements, business report, and interim dividend ② Approval of Samsung Asset Management annual trade volume ③ Application for property insurance ④ Donation to Sungkyunkwan University ⑤ Donation to Samsung Science & Technology Foundation Approved For For For For For Approved Approved Approved Approved For For For For For For For For For For For For For For For For For For For For C. The Committees of BOD (1) Composition of the BOD Committees as of September 30, 2014 Committee Name Members Member Name Management 4 Executive Directors Oh-Hyun Kwon, Boo-Keun Yoon, Jong-Kyun Shin, Sang-Hoon Lee Related Party Transactions 3 Independent Directors In-Ho Lee, Han-Joong Kim, Kwang-Soo Song Compensation 3 Independent Directors Kwang-Soo Song, In-Ho Lee, Byeong-Gi Lee CSR 5 Independent Directors Byeong-Gi Lee, In-Ho Lee, Han-Joong Kim, Kwang-Soo Song, Eun-Mee Kim Responsibility and Authority See description below ※ The Audit Committee and Independent Director Recommendation Committee were excluded according to Corporate Disclosure Guidelines set forth by the Financial Supervisory Service Authority of South Korea. i) The Management Committee - Responsibility: The Management Committee deliberates and decides on matters specified by the BOD regulations and resolutions or specifically delegated by the BOD. The composition and operation of the management committee are determined by the BOD. - Authority The Management Committee deliberates and decides on the following matters: (A) General management 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Annual or mid to long-term management policy and strategy Key management strategy Business planning and restructuring Establishment, relocation, and withdrawal of overseas branch and corporation Initiating cooperation such as strategic partnership with foreign companies Acquisition or disposal of domestic and overseas subsidiaries Other major management matters Establishment, relocation, and withdrawal of branches and operations Appointment or dismissal of supervisors Suspension or shutdown of production over 5% of the total production in the recent year Licensing agreements and technology transfer, partnership in regards to technology of over 0.5% of the total equity Acquisitions and transfers of patents related to new material and new technology of over 0.5% of the total equity Collection and destruction of products corresponding to over 5% of the total sales in the recent business year Contracting for over 5% of the total sales in the recent business year Contracting or canceling of single sales agency and suppliers over 5% of the total sales in the recent business year Samsung Electronics 2014 Interim Business Report 55 / 152 16. 17. 18. 19. 20. 21. Set basic principles of organization management Decision making on basic principles and any changes related to wages, bonus, and fringe benefits Appointments, dismissals and changes of transfer agent Closing of shareholder register and setting reference date Establishing corporate guidelines for business and management related activities Donations over KRW 50 billion per donation. Donation to related parties between KRW 1 billion and KRW 5 billion (B) Matters related to Finance 1. 2. 3. 4. 5. 6. 7. 8. Acquisitions or disposals of equity investments with a value between 0.1% and/or less than 2.5% of the total equity Direct overseas investments with a value of over 0.1% and/or less than 2.5% of the total equity New debt guarantee (excluding extension of period) or collateral issuance with a value of over 0.1% and/or less than 2.5% of the total equity A. Collateral: Only in the case of providing collateral for others B. Guarantee: Excludes performance guarantee (e.g., bid, contract, defect, difference guarantee) and tax payment guarantee New credit agreement contract (excluding extension of period) with a value of over 0.1% and/or less than 5% of the total equity Approval of related party transactions: Related party transactions with affiliates involving cash (loans and payments), equity (stocks and bonds) or assets (such as real estate and intangible property rights) with a value between KRW 1 billion and/or less than KRW 5 billion, as defined in the Monopoly Regulation and Fair Trade Act ※ Excluding cases where existing contracts are renewed without significant change). Issuance of Corporate Bond Acquisition and disposal of real estate with a value of over 0.1% of the total equity, provided that the transaction is with the third party Any matters that the CEO deems necessary and important for the business (e.g., CAPEX) (C) All other matters except for those delegated to the BOD and other committees in accordance with BOD regulations ii) Related Party Transactions Committee - Responsibility: Improve management transparency through establishment of a voluntary compliance system - Authority 1) Right to receive reports on related party transactions: The Committee can request reports on related party transactions with affiliates ※ According to the Monopoly Regulation and Fair Trade Act, the Related Party Transactions committee is permitted to conduct preliminary reviews and approves on related party transactions over KRW 5 billion and other transactions that are deemed as significant. 2) Right to order ex officio investigation of related party transactions 3) Right to propose corrective measures for related party transactions iii) Compensation Committee - Responsibility: Provide transparent and objective decision making process related to remuneration of directors - Authority 1) Propose remuneration limit of directors at annual general shareholders’ meeting 2) Establish the director remuneration system 3) Other matters delegated by the Board Samsung Electronics 2014 Interim Business Report 56 / 152 iv) CSR Committee - Responsibility: Address social responsibilities of the Company and make contributions to public interest - Authority 1) Make decisions on matters related to social contributions of the Company 2) Establish research groups under the committee, appoint researchers, and devise CSR management plan 3) Other matters delegated by the Board (2) The BOD Committee Activities ※ The Audit Committee and Independent Director Recommendation Committee were excluded according to Corporate Disclosure Guidelines set forth by the Financial Supervisory Service Authority of South Korea. The Management Committee Name Date Voting Results ① Patent license agreement ② Patent license agreement ③ Establishment of production base in the Republic of South Africa ④ Product donations to Chung-nam Samsung Institute Approved Approved Approved Feb 19, 2014 ① Technology license agreement ② Liquidation of a subsidiary Approved Approved Mar 19, 2014 ① Ownership sales of Samsung Bluewings Approved May 14, 2014 ① Increase the limit on trade finance ② Exercise of voting rights for merger with affiliates ③ Donation Approved Approved Approved Jan 20, 2014 Management Committee Agenda Attendance/Voting Results of Independent Directors Approved N/A Jun 3, 2014 ① Patent license agreement ② Closing of shareholder register for interim dividend Approved Approved Jul 16, 2014 ① Stake acquisition ② Stake acquisition ③ LED investment Approved Rejected Approved Jul 31, 2014 ① Stake acquisition ② Patent license agreement Approved Approved Aug 13, 2014 ① Stake acquisition ② Memory investment Approved Approved Sep 17, 2014 ① Bid for real estate purchase ② S.LSI investment ③ Establishment of overseas marketing corporate entity Approved Approved Approved (All comprised of executive directors) Samsung Electronics 2014 Interim Business Report 57 / 152 The Related Party Transactions Committee Name of independent directors Date Agenda Voting Results In-Ho Lee (Attendance: 80%) Han-Joong Kim (Attendance: 100%) Kwang-Soo Song (Attendance: 100%) For/against - - - - - - Did not attend - - - - - - - - - - - - - Preliminary review on large-scale related party transactions Jan 23, 2014 1) Participation in Samsung BioLogics capital raising N/A - Report on 4Q13 related party transactions Feb 18, 2014 - Preliminary review on large-scale related party transactions 1) Donation to Chung-nam Samsung Institute N/A - Preliminary review on large-scale related party transactions 1) Renewal of the existing directors’ liability insurance policy Apr 28, 2014 2) Donation N/A 3) Application for Venture Capital Union - Report on 1Q14 related party transactions - - Preliminary review on large-scale related party transactions Jun 3, 2014 1) Disposal of Technology assets 2) Ownership investment N/A 3) Rental contract with Samsung Display - Preliminary review on large-scale related party transactions Jul 30, 2014 1) Approval of Samsung Asset Management annual trade volume 2) Application for property insurance 3) Donation to Sungkyunkwan University 4) Donation to Samsung Science & Technology Foundation N/A - - Report on 2Q14 related party transactions ※ Agendas presented here are non-voting resolutions. Samsung Electronics 2014 Interim Business Report 58 / 152 The Compensation Committee Name of Independent Directors Date Voting Results Agenda Kwang-Soo Song (Attendance: 100%) In-Ho Lee (Attendance: 50%) Byeong-Gi Lee (Attendance: 100%) For/Against Feb 13, Appointment of the head of compensation 2014 committee Approved For For For Feb 18, Preliminary review on remuneration limit 2014 for Directors Approved For Did not attend For The CSR Committee Name of Independent Directors Date Agenda Voting Results Byeong-Gi Lee (Attendance: 100%) In-Ho Lee (Attendance: 100%) Han-Joong Kim (Attendance: 100%) Kwang-Soo Song (Attendance: 100%) Eun-Mee Kim (Attendance: 50%) For/Against - Establishment of research Jan 24, 2014 Approved For For For For - - - - Did not attend - - - - committee for the environmental safety and appointment of research members - Report on research results of May 30, 2014 For research committee for the advancement of corporate ecosystem - Report on research committee for environmental safety N/A Samsung Electronics 2014 Interim Business Report 59 / 152 D. Director Independence (1) Appointment of Directors Directors are appointed by shareholders at the annual general meeting of shareholders. The Board is responsible for nominating candidates for Executive Directors, and the Independent Director Recommendation Committee nominates independent director candidates, which are presented to shareholders as separate agendas and voted on at the annual general meeting. The Board submits shareholders’ proposal for appointment of Directors at the annual general shareholder meeting as a separate agenda if the proposal satisfies related laws and regulations. The Board of Directors appointed by shareholders is as follows: [As of September 30, 2014] Position Name Nominated by Responsibility Executive Director Oh-Hyun Kwon BOD Chairman of BOD Head of DS division Executive Director Boo-Keun Yoon BOD Head of CE division Executive Director Jong-Kyun Shin BOD Head of IM division Executive Director Sang-Hoon Lee BOD CFO, Head of Corporate Management Office In-Ho Lee Independent Director Recommendation Committee Overall management of the Company Han-Joong Kim Independent Director Recommendation Committee Overall management of the Company Kwang-Soo Song Independent Director Recommendation Committee Overall management of the Company Byeong-Gi Lee Independent Director Recommendation Committee Overall management of the Company Eun-Mee Kim Independent Director Recommendation Committee Overall management of the Company Independent Director Independent Director Independent Director Independent Director Independent Director Transactions with the Company Relation with the controlling shareholder N/A N/A ※ Oh-Hyun Kwon, Boo-Keun Yoon, and Jong-Kyun Shin are appointed as the Represented Directors of the Company in accordance with the Commercial Act of Korea. Samsung Electronics 2014 Interim Business Report 60 / 152 (2) Independent Director Recommendation Committee The Independent Director Recommendation Committee assesses the independence and ability of potential candidates and recommends selected candidates to be appointed at the annual general meeting of shareholders. The committee is composed of three Independent Directors (Han-Joong Kim, Byeong-Gi Lee, and Eun-Mee Kim) and one Executive Director (Oh-Hyun Kwon) based on related laws that states more than a majority of members should be independent directors in accordance with clause 4 of Article 542-8 of the Commercial Law. (3) Professionalism of Independent Directors There are designated support group in the Company that supports independent directors to perform their duties professionally in the BOD and the Board committees. The support group provides reference materials on the meeting agendas in advance so Directors can thoroughly review them before the Board and committee meetings. If necessary, the support group provides separate information sessions on any agenda and frequently provides updates on other key management issues. In addition, the support group conducts internal education programs which allow Independent Directors to visit and conduct inspect domestic and overseas business sites and receive reports of the current state of business operation. Samsung Electronics 2014 Interim Business Report 61 / 152 2. Audit System A. Profile of the member of the Audit Committee As of September 30, 2014, the Company operates an Audit Committee consisting of three (3) Independent Directors. Name In-Ho Lee Han-Joong Kim Kwang-Soo Song Career Note - Corporate Advisor, Shinhan Bank (2009-2011) - Chief Executive Officer, Shinhan Financial Group (2005-2009) - President & CEO, Shinhan Bank (1999-2003) Independent director - Professor Emeritus, Yonsei University (2012~Present) - President, Yonsei University (2008-2012) - Professor, Dept. of Preventive Medicine & Public Health (1982-2012) Independent director - Advisor, Kim & Chang Law Office (2007-Present) - Prosecutor General, Supreme Prosecutors’ Office (2003-2005) - Chief Prosecutor, Daegu High Prosecutors’ Office (2002-2003) Independent director B. Audit Committee Independence Pursuant to related laws and the Articles of Incorporation, the Company has prepared internal audit regulations which encompass composition, operation, authority, and responsibility of the Audit Committees to carry out audit related activities. The Audit Committee is exclusively composed of Independent Directors appointed at the annual general shareholder meeting and includes audit and financial experts. Also, the Audit Committee satisfies requirements of relevant laws. (e.g., The stipulation that the role of head of the committee be held by an Independent Director. The Audit Committee reviews accounting documents including financial statements and audit process related documents presented by the external auditor, and if needed, requests the external auditor to perform additional reviews on accounting books and records. To ensure the reliability of accounting related disclosures, the audit committee receives and reviews a report on internal accounting control systems prepared by internal accounting managers. In addition, the Committee attends the BOD meetings and other significant meetings. The Committee receives reports on deliberations of the Management Committee and on business performance from Directors and requests additional reviews and supplementation of data as needed. Samsung Electronics 2014 Interim Business Report 62 / 152 C. Major Activities of the Audit Committee See the table below for major activities of the Audit Committee by reporting date. Name of independent directors Name Date Agenda Voting Results In-Ho Lee (Attendance: 75%) Han-Joong Kim (Attendance: 100%) Kwang-Soo Song (Attendance: 100%) For/Against Audit Committee Jan 23, 2014 - 2013 financial and business reports - Report on 2013 internal accounting management system activities - Report on 4Q13 non-audit activities - Report on appointment plan of external auditor - Report on 2013 audit activities - Feb 18, 2014 - Review and approval of appointment of external auditor - Review of the 2013 AGM agenda - Assessment of 2013 activities of internal compliance system Approved - Apr 28, 2014 - Report on the 1Q14 financial statements and business report - Report on 1Q14 non-audit activities - Jul 30, 2014 - Report on the 1H14 financial statements and business report - Report on 2Q14 non-audit activities - Report on 1H14 audit activities For - For - - - - - - - - - - - - Did not Attend 3. Voting rights of shareholders A. Voting method The Company has not adopted the concentrated voting system, voting in writing, or electronic voting system. B. Minority Shareholder Right No minority shareholder right was exercised during the reporting period. C. Competition over management right No competition over management rights occurred during the reporting period. Samsung Electronics 2014 Interim Business Report 63 / 152 4. Affiliates & Subsidiaries A. Affiliates - Name of affiliated group: Samsung Group As at September 30, 2014, Samsung Group had a total of 70 domestic affiliates. Compared to December 31, 2013, four (4) new affiliate (Samsung Welstory, Seoul Lakeside CC, Samsung Card Customer Service, and Shilla Stay) were included and nine (9) (Samsung Corning Precision Materials, Samsung SNS, Global Tech, 365Homecare, Samsung Petrochemical, Cheil Industries, World Cyber Games, SMP, and SKKU dormitory) were excluded. Among Samsung Group’s 70 affiliates, 16 including Samsung Electronics are listed, and 54 are unlisted. [As of September 30, 2014] No. of affiliates Name of affiliates Samsung C&T, Samsung Electronics, Samsung SDI, Samsung Techwin, SEMCO, Samsung Heavy Industries, Listed 16 Samsung Card, Samsung Life Insurance, Hotel Shilla, Samsung Fire & Marine Insurance, Samsung Securities, Samsung Fine Chemicals, Samsung Engineering, S1, Cheil Worldwide, CREDU Cheil Industries(formerly Samsung Everland), Samsung SDS, Samsung General Chemicals, Samsung Total Petrochemicals, Samsung Lions, SERI, STECO, Samsung Thales, SEMES, Samsung Electronics Sales, Samsung Electronics Service, Samsung Electronics Logitech, Hantok Chemicals, CVnet Corporation, Care Camp, Allat., SECUI, Gacchinet, Open Tide Korea, Samsung Futures, Samsung Venture Investment Corporation, Samsung Asset Unlisted 54 Management, Saengbo, SD Flex, Samsung Claim Adjustment Service, Samsung Fire & Marine Insurance Service, SCore, Suwon Samsung Bluewings FC, Human TSS, RAY, Songdo Land Mark City, S-1CRM, OpenHands, S-EnPol, Samsung Medison, Samsung Biologics, STM, Nuri Solution, Colombo Korea, Samsung Life Service, Miracom, SU Materials, Natural9, Samsung Display, Samsung Bioepis, Samsung Corning Advanced Glass , Daejung Offshore Wind Power Co., Ltd., Samsung SRA Asset Management, Jeongahm Wind Power, Samsung SGL Carbon Composite Materials, Samsung Welstory, Samsung Card Customer Service, Seoul Lakeside CC, Shilla Stay Total 70 ※ The former Cheil Industries merged with Samsung SDI in July 2014, and Samsung Everland has been renamed as Cheil Industries Samsung Electronics 2014 Interim Business Report 64 / 152 B. Ownership Status of Affiliates and Subsidiaries 1) Domestic Investee Investor Samsung C&T Corp Samsung C&T Corporation Samsung Electronics Samsung SDI Samsung Electronics Samsung SDI Samsung ElectroMechanics Samsung Heavy Industries Samsung Techwin 4.1 Hotel Shilla 4.3 19.6 23.7 7.4 7.8 17.6 25.5 5.1 0.4 0.1 0.1 Samsung Electromechanics 2.4 Cheil Industries 0.1 Samsung Engineering Cheil Worldwide Samsung Fine Chemicals S1 Corpo ration Samsung SDS 12.6 5.6 17.1 2.6 8.4 22.6 13.1 14.7 11.0 0.3 Cheil Industries 1.5 8.0 7.9 4.0 Samsung Heavy Industries Samsung Techwin 0.1 Cheil Worldwide 0.1 Samsung Fine Chemicals Samsung General Chemicals Hotel Shilla 2.2 S1 Corporation SERI Samsung SDS Samsung Life Insurance 0.5 7.5 0.2 0.0 3.5 0.6 7.7 0.0 0.2 0.0 5.5 Samsung Fire & Marine Insurance 4.8 1.3 0.0 0.0 0.0 0.0 0.0 1.1 0.0 0.0 1.0 2.0 3.1 Samsung Securities. Samsung Card 1.3 1.3 3.0 1.9 5.0 SDC Samsung BioLogics SVIC #6 Total 12.7 12.9 19.8 23.7 24.2 32.4 17.3 22.0 18.5 31.1 20.7 47.5 18.5 ※ (% of Ownership; As of September 30, 2014; Based on Common shares) Samsung Electronics 2014 Interim Business Report 65 / 152 Investee Investor Samsung C&T Corporation Samsung Electronics Samsung SDI Samsung Electromechanics Samsung General Chemicals Samsung Total Petrochemi cals Hantok Chemicals Samsung Lions 37.3 7.5 1.0 5.3 27.5 29.8 13.1 15.0 29.6 9.0 12.5 23.8 Cheil Industries STECO 51.0 SEMES 91.5 Samsung Electronics Service Samsung Electronics Sales 99.3 100.0 Suwon Samsung Bluewings FC Samsung Electronics Logitech 100.0 Samsung Display Ray 84.8 15.2 2.0 Samsung Heavy Industries Samsung Techwin Cheil Worldwide Samsung Fine Chemicals SERI 1.0 22.7 0.3 3.0 3.1 Samsung General Chemicals 100.0 50.0 50.0 Hotel Shilla . S1 Corporation SERI Samsung SDS Samsung Life Insurance 14.8 Samsung Fire & Marine Insurance. Samsung Securities Samsung Card SDC Samsung BioLogics SVIC #6 Total 64.6 90.8 50.0 50.0 67.5 100.0 51.0 91.5 99.3 100.0 100.0 100.0 100.0 64.6 ※ (% of Ownership; As of September 30, 2014; Based on Common shares) Samsung Electronics 2014 Interim Business Report 66 / 152 Investee Investor Samsung Medison Samsung C&T Corporation Samsung Electronics Samsung BioLogics Samsung BioEpis Samsung Corning Advanced Glass SU Materials Samsung Thales CVnet 5.7 68.5 Care Camp 40.1 Songdo Landmark City 41.4 Seoul Lakeside CC SD Flex Colombo Korea Natural 80.0 45.7 Samsung SDI 50.0 Samsung Electromechanics Cheil Industries 45.7 20.0 100.0 51.0 100.0 51.0 Samsung Heavy Industries Samsung Techwin 50.0 Cheil Worldwide Samsung Fine Chemicals Samsung General Chemicals Hotel Shilla S1 Corporation SERI Samsung SDS 9.4 Samsung Life Insurance Samsung Fire & Marine Insurance. Samsung Securities Samsung Card SDC Samsung BioLogics 50.0 50.0 50.0 50.0 90.3 SVIC #6 Total 68.5 97.1 90.3 50.0 49.5 0.0 41.4 100.0 50.0 ※ (% of Ownership; As of September 30, 2014; Based on Common shares) Samsung Electronics 2014 Interim Business Report 67 / 152 Investee Investor Samsung Welstory Daejung Offshore Wind Power Jeongahm Wind Power SECUI Human TSS S-1CRM S-EnPol STM CREDU Gacchinet Open Tide Korea S-Core OpenHands Samsung C&T Corporation Samsung Electronics 13.8 Samsung SDI Samsung Electromechanics Cheil Industries 100.0 Samsung Heavy Industries 8.7 50.1 21.0 50.0 Samsung Techwin 9.8 Cheil Worldwide Samsung Fine Chemicals 100.0 58.0 Samsung General Chemicals Hotel Shilla 52.2 S1 Corporation 100.0 93.4 1.1 SERI 4.3 Samsung SDS Samsung Life Insurance 15.2 5.2 47.2 10.5 70.2 94.8 100.0 81.1 94.8 100.0 0.0 Samsung Fire & Marine Insurance. Samsung Securities 1.6 Samsung Card 3.3 SDC Samsung BioLogics SVIC #6 Total 100.0 50.1 50.0 65.2 100.0 93.4 100.0 71.8 62.4 41.5 ※ (% of Ownership; As of September 30, 2014; Based on Common shares) Samsung Electronics 2014 Interim Business Report 68 / 152 Investee Investor Miracom Nuri Solution Samsung SGL Carbon Composite Materials Shilla Stay Samsung Life Insurance Saengbo Samsung Life Service Samsung SRA Samsung Fire Asset & Marine Management Insurance Samsung Claim Adjustment Service Samsung Fire & Marine Insurance Service Samsung C&T Corporation Samsung Electronics Samsung SDI Samsung Electromechanics Cheil Industries 19.3 Samsung Heavy Industries Samsung Techwin Cheil Worldwide Samsung Fine Chemicals Samsung General Chemicals 50.0 Hotel Shilla 100.0 S1 Corporation SERI Samsung SDS 100.0 100.0 Samsung Life Insurance 50.0 99.8 100.0 15.0 Samsung Fire & Marine Insurance. 99.9 100.0 99.9 100.0 Samsung Securities Samsung Card SDC Samsung BioLogics SVIC #6 Total 100.0 100.0 50.0 100.0 19.3 50.0 99.8 100.0 15.0 ※ (% of Ownership; As of September 30, 2014; Based on Common shares) Samsung Electronics 2014 Interim Business Report 69 / 152 Investee Investor Samsung C&T Corporation Samsung Securities Samsung Card Samsungcard Customer Service Allat Samsung Asset Management Samsung Futures Samsung Venture Investment 0.3 Samsung Electronics 37.5 16.3 Samsung SDI 16.3 Samsung Electromechanics 17.0 Cheil Industries 30.0 Samsung Heavy Industries 17.0 Samsung Techwin 16.7 Cheil Worldwide Samsung Fine Chemicals Samsung General Chemicals Hotel Shilla S1 Corporation SERI Samsung SDS Samsung Life Insurance 11.1 Samsung Fire & Marine Insurance. 8.0 34.4 96.8 Samsung Securities Samsung Card 30.0 100.0 60.0 100.0 99.9 16.7 99.9 100.0 SDC Samsung BioLogics SVIC #6 Total 19.4 71.9 96.8 ※ (% of Ownership; As of September 30, 2014; Based on Common shares) Samsung Electronics 2014 Interim Business Report 70 / 152 2) Overseas Investor Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Investee MYODO METAL CO., Ltd. Samsung C&T Japan Corporation Samsung C&T America Inc. Samsung Finance Corporation. Samsung E&C America, Inc. SAMSUNG OIL & GAS USA CORP Samsung Renewable Energy Inc. SCNT Power Norte S. De R.L. de C.V. QSSC, S.A. de C.V. Samsung C&T Oil & Gas Parallel Samsung C&T Automation Inc. Samsung C&T Canada Ltd. Samsung C&T Deutchland GmbH Samsung C&T U.K. Ltd. Xiod Distribution Samsung C&T France S.A.S Samsung C&T ECUK Limited Whessoe Project Limited SCNT Investment Atlantic SPRL POSS-SLPC, s.r.o Solluce Romania 1 B.V. SAM investment Manzanilo.B.V Solluce Slovenia 1 B.V. Ecosolar OOD Ecoenergy Solar OOD Agirlplam EOOD Fishtrade EOOD Manageprojekt EOOD Solar Park EOOD Veselinovo Energy OOD Samsung C&T Construction Hunga Samsung C&T (KL) Sdn.,Bhd. Samsung C&T Malaysia SDN. BHD Erdsam Co., Ltd. Samsung Chemtech S-print Inc. Cassava Investment Korea Pte. Ltd. P.T. Samsung Development Samsung Development (Thailand) Co., Ltd. Samsung C&T Thailand Co., Ltd. Cheil Holding Inc. Samsung Const. Co. Phils., Inc. Samsung Design Philippines Inc. Samsung Oil & Gas(Timor Sea 06-102) Ltd. Samsugn Oil & Gas Australia PTY. Ltd. PT. INSAM BATUBARA ENERGY Samsung C&T India Pte., Ltd. Samsung C&T Corporation India Malaysia Samsung Steel Center Sdn.Bhd Samsung C&T Singapore Pte., Ltd. S&G Biofuel PTE.LTD SAMSUNG C&T Mongolia LLC. Samsung C&T Eng.&Const. Mogolia SAMSUNG C&T HONGKONG Ltd. GUANGDONG XINGPU STEEL CENTER CO.,LTD Samsung C&T Taiwan Co., Ltd. Samsung Precision Stainless Steel (pinghu) Co., Ltd. Samsung C&T (Shanghai) Co., Ltd. Samsung Nigeria Co., Ltd. LOBINAVE - Estaleiro Naval do Lobito, Ltda. SAMSUNG C&T CORPORATION SAUDI ARABIA Samsung Electronics 2014 Interim Business Report Ownership 100.0 100.0 100.0 80.0 100.0 90.0 100.0 100.0 60.0 100.0 70.0 100.0 100.0 100.0 25.0 100.0 100.0 100.0 100.0 50.0 80.0 53.3 80.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 51.7 40.0 29.7 100.0 33.0 44.0 40.0 25.0 100.0 100.0 100.0 90.0 100.0 100.0 70.0 100.0 50.5 70.0 100.0 100.0 51.6 100.0 55.0 100.0 99.9 40.0 100.0 71 / 152 Investor Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T Corporation Samsung C&T America Inc. Samsung C&T America Inc. Samsung C&T America Inc. Samsung C&T America Inc. Samsung C&T America Inc. Samsung C&T America Inc. Samsung C&T America Inc. Samsung E&C America, INC Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Renewable Energy Inc. Samsung Green repower, LLC Kingston Solar GP Inc. K2 Wind Ontario Inc. SP Armow Wind Ontario GP Inc Samsung C&T Oil & Gas Parallel Samsung C&T Oil & Gas Parallel SRE GRW EPC GP Inc. SRE SKW EPC GP Inc. PLL Holdings LLC SRE GRW LP Holdings LP SRE SKW LP Holdings LP SRE WIND PA GP INC. SRE GRS Holdings GP Inc. SRE GRS Holdings GP Inc. SRE K2 EPC GP Inc. SRE K2 LP HOLDINGS LP SRE KS HOLDINGS GP INC. SRE KS HOLDINGS GP INC. Investee Samsung C&T Chile Copper SpA SCNT Power Kelar Inversones Li Samsung C&T do BRASIL CONSTRUCTORA LTDA. Samsung C&T Corporation Rus LLC KSI LLP JSC BALKHASH THERMAL POWER PLA Samsung SDI America, Inc. Samsung SDI (Malaysia) SDN. BHD. Samsung SDI (Hong Kong) Ltd. Samsung SDI Brasil Ltda. Beijing Samsung Real Estate Co., Ltd. Meadowland Distribution SAMSUNG OIL & GAS USA CORP Samsung Green repower, LLC Samsung Solar Construction Inc. QSSC, S.A. de C.V. Samsung C&T Automation Inc. S-print Inc. Samsung E&C RADIUS, Inc. SRE GRW EPC GP Inc. SRE GRW EPC LP SRE SKW EPC GP Inc. SRE SKW EPC LP SRE GRW LP Holdings LP SRE SKW LP Holdings LP SRE WIND PA GP Inc. SRE WIND PA LP SRE GRS Holdings GP Inc. SRE GRS Holdings LP SRE K2 EPC GP Inc. SRE K2 EPC LP SRE K2 LP HOLDINGS LP SRE KS HOLDINGS GP Inc. SRE KS HOLDINGS LP SOUTHGATE SOLAR GP Inc. SOUTHGATE SOLAR LP WINDSOR SOLAR GP Inc. WINDSOR SOLAR LP SRE Belle River LP Holdings LP SRE Armow EP CGP Inc. SRE Armow EP CLP SRE Armow LP Holdings LP SRE Wind GP Holding Inc. SP Ontario Wind Development LP SP Southgate Wind LP SOLAR PROJECTS SOLUTIONS,LLC Kingston Solar LP Inc. K2 Wind Ontario LP Inc. SP Armow Wind Ontario LP Inc. PLL Holdings LLC PLL E&P LLC SRE GRW EPC LP SRE SKW EPC LP Parallel Petroleum LLC Grand Renewable Wind LP Inc. South Kent Wind LP Inc. SRE WIND PA LP Grand Renewable Solar GP Inc. SRE GRS Holdings LP SRE K2 EPC LP K2 Wind Ontario LP Kingston Solar GP Inc. SRE KS HOLDINGS LP Samsung Electronics 2014 Interim Business Report Ownership 100.0 99.0 100.0 100.0 25.0 57.5 8.3 6.4 2.4 0.0 10.0 100.0 10.0 100.0 100.0 20.0 30.0 24.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 50.0 50.0 66.0 0.0 0.0 0.0 83.6 90.0 0.0 0.0 61.0 44.5 50.0 0.0 50.0 0.0 0.0 33.3 50.0 0.0 72 / 152 Investor SRE KS HOLDINGS LP SOUTHGATE SOLAR GP INC. WINDSOR SOLAR GP INC. SRE Belle River LP Holdings LP SP Belle River Wind GP Inc SRE Armow EP CGP Inc. SRE Armow LP Holdings LP SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SRE Wind GP Holding Inc. SP Ontario Wind Development GP South Kent Wind GP Inc. Grand Renewable Wind GP Inc. Samsung C&T Deutchland GmbH Samsung C&T Deutchland GmbH Samsung C&T Deutchland GmbH Samsung C&T Deutchland GmbH Samsung C&T Deutchland GmbH Samsung C&T Deutchland GmbH Samsung C&T Deutchland GmbH Samsung C&T U.K. Ltd. Samsung C&T U.K. Ltd. Samsung C&T France S.A.S Solluce Romania 1 B.V. SAM investment Manzanilo.B.V Solluce Slovenia 1 B.V. Samsung C&T (KL) Sdn.,Bhd. Cassava Investment Korea Pte. Cassava Investment Korea Pte. Samsung C&T Thailand Co., Ltd Cheil Holding Inc. Samsung C&T Singapore Pte. Ltd. Samsung C&T Singapore Pte. Ltd. Samsung C&T Singapore Pte. Ltd. Samsung C&T Singapore Pte. Ltd. Samsung C&T Singapore Pte. Ltd. Samsung C&T Singapore Pte. Ltd. S&G Biofuel PTE.LTD S&G Biofuel PTE.LTD SAMSUNG C&T HONGKONG Ltd. SAMSUNG C&T HONGKONG Ltd. SAMSUNG C&T HONGKONG Ltd. SAMSUNG C&T HONGKONG Ltd. SAMSUNG C&T HONGKONG Ltd. SAMSUNG C&T HONGKONG Ltd. SAMSUNG C&T HONGKONG Ltd. SAMSUNG C&T HONGKONG Ltd. Samsung (China) Logistics Ltd. Samsung (China) Logistics Ltd. Samsung C&T Chile Copper SpA S.C. Otelinox S.A Samsung Electronics Samsung Electronics Samsung Electronics Investee Kingston Solar LP Inc. SOUTHGATE SOLAR LP WINDSOR SOLAR LP SP Belle River Wind LP SP Belle River Wind LP SRE Armow EPC LP SP Armow Wind Ontario LP K2 Wind Ontario Inc. SP Armow Wind Ontario GP Inc. SP Southgate Wind GP SRE GRW LP Holdings LP SRE SKW LP Holdings LP SRE K2 LP HOLDINGS LP SRE Belle River LP Holdings LP SP Belle River Wind GP Inc. SRE Armow LP Holdings LP SP Ontario Wind Development GP South Kent Wind GP Inc. Grand Renewable Wind GP Inc. SP Ontario Wind Development LP South Kent Wind LP Inc. Grand Renewable Wind LP Inc. Samsung C&T Italia S.A.R.L SCNT Investment Atlantic SPRL POSS-SLPC, s.r.o Solluce Romania 1 B.V. Solluce Slovenia 1 B.V. S.C. Otelinox S.A KSI LLP Xiod Distribution Samsung Nigeria Co., Ltd. Comptoir Des Produits Inoxydables S.A.S. LJG GREEN SOURCE ENERGY ALPHA Terminal KMS de GNL S. de R.L de C.V ZE Solar 1 D.O.O. SS KUKDONG JASATERA J/V PT. Cahaya Borneo Sukses Agros PT. Cassava Borneo Sukses Plan Samsung Development (Thailand) Co., Ltd. Samsung Const. Co. Phils.,Inc. Samsung Chemtech S-print Inc. Cassava Investment Korea Pte. Ltd. PT. INSAM BATUBARA ENERGY Malaysia Samsung Steel Center Sdn.Bhd S&G Biofuel PTE.LTD PT. Gandaerah Hendana PT. Inecda Samsung C&T Thailand Co., Ltd. SAMSUNG (TIANJIN) INTERNATIONAL TRADING CO., Ltd. SAMSUNG TRADING (SHANGHAI)CO., Ltd. Karson Industrial Co., Ltd. SAMSUNG TRADING (SHENZHEN) CO., Ltd. Samsung Precision Stainless Steel(pinghu) Co., Ltd. Samsung (China) Logistics Ltd. Samsung Corporation (Gaungzhou) Limited. Samsung Logistics (Tianjin) Ltd. SAMSUNG TRADING (SHENZHEN) CO., Ltd. Pampa Camarones S.A. Comptoir Des Produits Inoxydables S.A.S. Samsung Japan Corporation Samsung R&D Institute Japan Co. Ltd. Samsung Electronics America Inc. Samsung Electronics 2014 Interim Business Report Ownership 25.0 0.0 0.0 50.0 0.0 0.0 50.0 50.0 50.0 50.0 0.0 0.0 0.0 0.0 50.0 0.0 50.0 50.0 50.0 0.0 0.0 0.0 100.0 0.0 20.0 20.0 20.0 94.3 25.0 75.0 0.1 12.5 78.0 37.5 70.0 70.0 49.0 49.0 67.0 75.0 48.3 16.0 12.7 10.0 30.0 12.6 95.0 95.0 13.2 100.0 100.0 100.0 100.0 45.0 100.0 100.0 100.0 100.0 46.5 87.5 100.0 100.0 100.0 73 / 152 Investor Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung Electronics Samsung BioEpis Samsung Display Samsung Display Samsung Display Samsung Display Investee Samsung Electronics Canada Inc. Samsung Electronics Mexico S.A. De C.V. Nvelo Inc. Samsung Electronics (UK) Ltd. Samsung Electronics(London) Ltd. Samsung Electronics Holding GmbH Samsung Electronics Iberia, S.A. Samsung Electronics France S.A.S Samsung Electronics Hungarian RT. Samsung Electronics Italia S.P.A. Samsung Electronics Europe Logistics B.V. Samsung Electronics Benelux B.V. Samsung Electronics Overseas B.V. Samsung Electronics Polska, SP.Zo.o Samsung Electronics Portuguesa S.A. Samsung Electronics Nordic Aktiebolag Samsung Electronics Austria GmbH Samsung Electronics Slovakia s.r.o Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Display (M) Sdn Bhd Samsung Electronics (M) Sdn. Bhd. Samsung Vina Electronics Co., Ltd. Samsung Asia Private Ltd. Samsung India Electronics Private Ltd. Samsung R&D Institute India-Bangalore Private Limited Samsung Electronics Australia Pty. Ltd. PT Samsung Electronics Indonesia Thai Samsung Electronics Co., Ltd. Samsung Malaysia Electronics (SME) Sdn. Bhd. Samsung Electronics Hong Kong Co., Ltd. Suzhou Samsung Electronics Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung Electronics Suzhou Semiconductor Co., Ltd. Samsung Electronics (Shandong) Digital Printing Co., Ltd. Samsung Electronics Huizhou Co., Ltd. Tianjin Samsung Electronics Co., Ltd. Samsung Electronics Taiwan Co., Ltd. Tianjin Samsung Telecom Technology Co., Ltd. Shanghai Samsung Semiconductor Co., Ltd. Samsung Electronics Suzhou Computer Co., Ltd. Shenzhen Samsung Electronics Telecommunication Co., Ltd. Samsung Electronics Shanghai Telecommunication Co., Ltd. Samsung Semiconductor (China) R&D Co., Ltd. Samsung (China) Semiconductor Co., Ltd. Samsung Electronics Hainan Fiberoptics Co., Ltd Samsung Gulf Electronics Co., Ltd. Samsung Electronics Egypt S.A.E Samsung Electronics South Africa(Pty) Ltd. Samsung Electronics Latinoamerica (Zona Libre) Samsung Electronica da Amazonia Ltda. Samsung Electronics Argentina S.A. Samsung Electronics Chile Ltda. Samsung Electronics Rus Company LLC Samsung Electronics Rus Kaluga LLC Samsung Russia Service Centre LLC Samsung SDI Brasil Ltda. Tianjin Samsung LED Co., Ltd. Tianjin Samsung Opto-Electronics Co., Ltd. SAMSUNG BIOEPIS UK LIMITED Intellectual Keystone Technology LLC. Samsung Display Slovakia s.r.o. Samsung Display Bac Ninh Samsung Display Suzhou Co., Ltd. Samsung Electronics 2014 Interim Business Report Ownership 100.0 63.6 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 55.7 100.0 75.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 91.8 100.0 100.0 69.1 100.0 100.0 87.1 89.6 48.2 100.0 90.0 100.0 73.7 95.0 100.0 100.0 100.0 100.0 100.0 0.1 100.0 100.0 87.0 98.0 4.1 100.0 100.0 100.0 0.1 100.0 82.0 100.0 41.9 100.0 100.0 100.0 74 / 152 Investor Samsung Display Samsung Display Samsung Display Samsung Display SEMES SEMES Samsung Medison Samsung Medison Samsung Medison Samsung Electronics America, Inc. Samsung Electronics America, Inc. Samsung Electronics America, Inc. Samsung Electronics America, Inc. Samsung Electronics America, Inc. Samsung Electronics America, Inc. Samsung Electronics America, Inc. Samsung Electronics America, Inc. Samsung Electronics America, Inc. NexusDX, Inc. Samsung Semiconductor, Inc. Samsung Semiconductor, Inc. SamsungElectronicsCanadaInc Printer On Inc Printer On Inc Printer On Inc Samsung International, Inc. Samsung Telecommunications America LLC. Samsung Electronics Mexico S.A. De C.V. Samsung Electronics (UK) Ltd. Samsung Electronics Holding GmbH Samsung Electronics Holding GmbH Samsung Electronics Hungarian RT. Samsung Electronics Hungarian RT. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Benelux B.V. Samsung Electronics Austria GmbH Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Europe Holding Cooperatief U.A. Investee Samsung Suzhou LCD Co., Ltd. Samsung Display Dongguan Co., Ltd. Samsung Display Tianjin Co., Ltd. Novaled GmbH SEMES America, Inc. SEMES (XIAN) Co., Ltd. SonoAce Deutschland GmbH Samsung Medison India Private Ltd. Samsung Medison Shanghai Medical Instrument Co., Ltd. NexusDX, Inc. NeuroLogica Corp. Samsung Receivables Corporation Quietside Smart Things Samsung Semiconductor, Inc. Samsung Information Systems America, Inc. Samsung International, Inc. Samsung Telecommunications America LLC. Nanogen Recognomics GmbH Grandis, Inc. Samsung Austin Semiconductor LLC. PrinterOn, Inc. 1397011 Ontario Ltd. Printer On America Corporation Printer On Europe Limited Samsung Mexicana S.A. de C.V Samsung Receivables Corporation Samsung Electronics Digital Appliance Mexico, SA de CV Samsung Semiconductor Europe Limited Samsung Semiconductor Europe GmbH Samsung Electronics GmbH Samsung Electronics Czech and Slovak s.r.o. Samsung Electronics Slovakia s.r.o Samsung Electronics Mexico S.A. De C.V. SAMSUNG ELECTRONICS BALTICS SI Samsung Electronics West Africa Samsung Electronics East Africa Samsung Electronics Egypt S.A.E Samsung Electronics Israel Ltd. Samsung Electronics Tunisia S.A.R.L Samsung Electronics Pakistan(Private) Ltd. Samsung Electronics South Africa Samsung Electronics Turkey Samsung Semiconductor Israel R&D Center, Ltd. Samsung Electronics Levant Co., Ltd. Samsung Electronics Morocco SARLAU Samsung Electronics Venezuela, C.A. Samsung Electronica da Amazonia Ltda. Samsung Electronics Chile Ltda. Samsung Electronics Peru S.A.C. Samsung Electronics Russia LLC Samsung Electronics Ukraine LLC Samsung Electronics Ukraine Company LLC Samsung R&D Institute Rus LLC Samsung Electronics Kazakhstan LLP Samsung Electronics KZ and Central Asia LLP Samsung Electronics Switzerland GmbH Samsung Electronics Czech and Slovak s.r.o. Samsung Electronics Romania LLC Samsung Electronics Poland Manufacturing SP.Zo.o Samsung Electronics Greece S.A. Samsung Nanoradio Design Center Samsung Denmark Research Center ApS Samsung Electronics 2014 Interim Business Report Ownership 60.0 100.0 95.0 9.9 100.0 100.0 100.0 100.0 100.0 100.0 100.0 40.1 100.0 100.0 100.0 100.0 100.0 100.0 60.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 59.9 100.0 100.0 100.0 100.0 30.0 44.3 36.4 100.0 100.0 100.0 99.9 100.0 99.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 13.0 95.9 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 70.0 100.0 100.0 100.0 100.0 100.0 75 / 152 Investor Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Europe Holding Cooperatief U.A. Samsung Electronics Europe Holding Cooperatief U.A. Samsung Nanoradio Design Center Samsung Electronics Display (M) Sdn. Bhd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. Samsung Asia Private Ltd. PT Samsung Electronics Indonesia Samsung Electronics Hong Kong Co., Ltd. Suzhou Samsung Electronics Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung (CHINA) Investment Co., Ltd. Samsung Gulf Electronics Co., Ltd. Samsung Electronics Morocco SARLAU Samsung Electronics Latinoamerica (Zona Libre) Samsung Electronics Latinoamerica (Zona Libre) Samsung Electronics Latinoamerica (Zona Libre) Samsung Electronica da Amazonia Ltda. Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI Samsung SDI America, Inc. Investee Samsung France Research Center SARL Samsung Cambridge Solution Centre Limited Novaled GmbH Nanoradio Hellas AE Tianjin Samsung Electronics Co., Ltd. Samsung Electronics Japan Co., Ltd. Samsung Electronics Display (M) Sdn. Bhd. Samsung Electronics New Zealand Limited Samsung Electronics Philippines Corporation Samsung R&D Institute BanglaDesh Samsung Electronics Vietnam Co., Ltd. Samsung Telecommunications Malaysia Sbn. Bhd. Samsung Electronics Vietnam THAINGUYEN Co., Ltd. Samsung SDI (Malaysia) SDN. BHD. Samsung Electro-Mechanics Thailand Co., Ltd. iMarket Asia Co., Ltd. PT Samsung Telecommunications Indonesia iMarket Asia Co., Ltd. Samsung Suzhou Electronics Export Co., Ltd. Suzhou Samsung Electronics Co., Ltd. Samsung Mobile R&D Center China-Guangzhou Samsung Tianjin Mobile Development Center Samsung Network R&D Center China-Shenzhen Samsung R&D Institute China-Xian Samsung Electronics (Shandong) Digital Printing Co., Ltd. Samsung Electronics Huizhou Co., Ltd. Tianjin Samsung Electronics Co., Ltd. Beijing Samsung Telecom R&D Center Samsung Electronics Suzhou Computer Co., Ltd. Samsung Electronics China R&D Center Samsung Electronics (Beijing) Service Company Limited Tianjin Samsung Opto-Electronics Co., Ltd. Samsung Electronics Egypt S.A.E Samsung Electronics Tunisia S.A.R.L Samsung Electronics Latinoamerica Miami, Inc. Samsung Electronica Colombia S.A. Samsung Electronics Panama. S.A. Samsung Electronics Argentina S.A. Intellectual Keystone Technology LLC. Samsung SDI Japan co., Ltd. Samsung SDI America, Inc. Samsung SDI Hungary Rt. Samsung SDI Europe GmbH. Samsung SDI (Malaysia) SDN. BHD. Samsung SDI Vietnam Co., Ltd. Samsung SDI Energy Malaysia SD Samsung SDI (Hong Kong) Ltd. Samsung SDI China Co., Ltd. Samsung SDI-ARN(Xian) Power Ba Samsung SDI Brasil Ltda. SAMSUNG CHEIL INDUSTRIES JAPAN Samsung Chemical(USA), INC. Starex Compounding America Inc. Samsung Chemical Europe Gmbh Samsung Chemical Hungary Limited Novaled GmbH SAMSUNG CHEMICAL(THAILAND) CO. Samsung Chemical Material Trad Tianjin Samsung Engineering Plastics Co., Ltd. Dongguan Samsung Engineering Plastics Co., Ltd. SAMSUNG CHEMICAL ELECTRONIC MA iMarket Asia Co., Ltd. Samsung SDI Mexico S.A. de C.V. Samsung Electronics 2014 Interim Business Report Ownership 100.0 100.0 40.0 100.0 2.2 100.0 25.0 100.0 100.0 100.0 100.0 100.0 100.0 25.0 25.0 11.4 99.0 11.3 100.0 19.2 100.0 100.0 100.0 100.0 12.9 10.3 40.8 100.0 26.3 100.0 100.0 8.0 0.1 1.0 100.0 100.0 100.0 2.0 41.0 100.0 91.7 100.0 100.0 68.6 100.0 100.0 97.6 100.0 50.0 45.0 100.0 100.0 100.0 100.0 100.0 50.1 59.4 100.0 100.0 100.0 100.0 8.7 100.0 76 / 152 Investor Samsung SDI America, Inc. Samsung SDI (Hong Kong) Ltd. Samsung SDI (Hong Kong) Ltd. Samsung SDI (Hong Kong) Ltd. Samsung SDI (Hong Kong) Ltd. Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Samsung Electro-Mechanics Japan Advanced Technology Co.,Ltd Samsung Electro-Mechanics America, Inc. Calamba Premier Realty Corpora Samsung Fire & Marine Insurance Samsung Fire & Marine Insurance Samsung Fire & Marine Insurance Samsung Fire & Marine Insurance Samsung Fire & Marine Insurance Samsung Fire & Marine Insurance Samsung Fire & Marine Insurance Samsung General Chemicals Samsung Total Petrochemicals Samsung Total Petrochemicals Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Samsung Heavy Industries Co.,Ltd. Camellia Consulting Corporation Offshore 1 consulting Corporat SAMSUNG HEAVY INDUSTRIES NIGERIA Co., Ltd Samsung Life Insurance Samsung Life Insurance Samsung Life Insurance Samsung Life Insurance Samsung Life Insurance Samsung Life Insurance Samsung Asset Management 30 GRESHAM STREET(JERSEY) LIMI Starex Compounding America Inc. SAMSUNG CHEMICAL(THAILAND) CO. Samsung Techwin Samsung Techwin Investee Samsung SDI Brasil Ltda. Shenzhen Samsung SDI Co., Ltd. Tianjin Samsung SDI Co., Ltd. Shanghai Samsung Electronic Devices Co., Ltd. Samsung SDI Brasil Ltda. Samsung Electro-Machanics Japan Co., Ltd Samsung Electro-Mechanics Japan Advanced Technology Co.,Ltd. Samsung Electro-Mechanics America, Inc. Samsung Electro-Mechanics Gmbh Samsung hungary Electro-Mechanics Private Ltd Liability Company Samsung Electro-Mechanics(Thailand) Co., Ltd. Samsung Electro-Mechanics Phils., Corp. Calamba Premier Realty Corporation. Samsung Electro-Mechanics Pte., Ltd. Samsung Electro Mechanics Vietnam Co., Ltd. Dongguan Samsung Electro-Mechanics Co., Ltd. Tianjin Samsung Electro-Mechanics Co., Ltd. Samsung Electro-Mechanics(HK) Co., Ltd. Samsung High-Tech Electro-Mechanics(Tianjin) Co., Ltd. Samsung Electro-Mechanics(Shenzhen) Co., Ltd. Kunshan Samsung Electro-Mechanics Co., Ltd. iMarket Asia Co., Ltd. Samsung Electro-Mechanics Nakhonratchasima Co.,Ltd. Samsung Electro-Mechanics do Brasil Intermediacoes de Negocios Ltda. BATINO REALTY CORPORATION Samsung Fire & Marine Management Corporation Samsung Fire & Marine Insurance Company of Europe Ltd. P.T. Asuransi Samsung Tugu Samsung Vina Insurance Co., Ltd. Samsung Reinsurance Pte., Ltd. Samsung Property and Casualty Insurance Co(China) Ltd. SAMSUNG FIRE & MARINE CONSULTORIA EM SEGUROS Ltda. SAMSUNG PETROCHEMICAL (SHANGHAI) Dongguan Samsung Total Engineering Plastic co.,ltd. Samsung Total Petrochemicals Trading (Shanghai) Co., Ltd. Camellia Consulting Corporation Samsung Wind Energy Inc. Offshore 1 consulting Corporation Samsung heavy Industries Hamburg GmbH Samsung Heavy Industries India Pvt. Ltd. SAMSUNG HEAVY INDUSTRIES (M) SDN.BHD Samsung Heavy Industries(Ningbo) Co., Ltd. Samsung Heavy Industries(Rongcheng) Co., Ltd. Rongcheng Gaya Heavy Industries Co., Ltd. Samsung Heavy Industries Trade(Shanghai) Co., Ltd. SAMSUNG HEAVY INDUSTRIES NIGERIA Co., Ltd. Samsung Heavy Industries Brazil SHI BRAZIL CONSTRUCTION Oil & Gas Solution LLC AMEC Samsung Oil&Gas, LLC MCI - SHI FZE Samsung Life Investment (America) Samsung Life Investment (U.K.) Limited 30 GRESHAM STREET(JERSEY) Limited THAI SAMSUNG LIFE INSURANCE CO. Samsung Air China Life Insurance Beijing Samsung Real Estate Co., Ltd. Samsung Investment Management (Hong Kong) 30 GRESHAM STREET (SINGAPORE) STARCOM MEXICO Samsung Thai Engineering Co. Techwin Engineering Center Co. Samsung Opto-Electronics America Samsung Electronics 2014 Interim Business Report Ownership 40.4 80.0 80.0 60.3 14.5 100.0 100.0 100.0 100.0 100.0 75.0 100.0 39.8 100.0 100.0 100.0 81.7 100.0 95.0 100.0 100.0 8.7 100.0 100.0 100.0 100.0 100.0 70.0 75.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 51.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 50.0 51.0 70.0 100.0 100.0 100.0 35.8 50.0 90.0 100.0 100.0 100.0 19.0 100.0 100.0 77 / 152 Investor Samsung Techwin Samsung Techwin Samsung Techwin Samsung Techwin Cheil Industries Inc. Cheil Industries Inc. Cheil Industries Inc. Cheil Industries Inc. Cheil Industries Inc. Cheil Industries Inc. Samsung Welstory Credu Opentide Greater China Co., Ltd. Opentide Greater China Co., Ltd. Opentide Greater China Co., Ltd. Opentide China Co., Ltd. Opentide China Co., Ltd. iMarket Asia Co., Ltd. Samsung Fine Chemicals Samsung Fine Chemicals Samsung Securities Samsung Securities Samsung Securities Samsung SDS Samsung SDS Samsung SDS Samsung SDS Samsung SDS Samsung SDS Samsung SDS Samsung SDS Miracom Samsung SDS America,Inc. Samsung SDS America,Inc. Samsung SDS America,Inc. Samsung SDS Europe Ltd. Samsung SDS Europe Ltd. Samsung SDS Europe Ltd. Samsung SDS Europe Ltd. Samsung SDS Europe Ltd. Samsung SDS Europe Ltd. Samsung SDS Europe Ltd. Samsung SDS Europe Ltd. Samsung SDS Global SCL Netherland Cooperatief U.A Samsung SDS Global SCL Netherland Cooperatief U.A Samsung SDS Asia Pacific Pte. Samsung SDS Asia Pacific Pte. Samsung SDS Asia Pacific Pte. Samsung SDS Asia Pacific Pte. Samsung SDS Asia Pacific Pte. Samsung SDS Asia Pacific Pte. Samsung SDS China, Ltd. Samsung SDS China, Ltd. MIRACOM ASIA PACIFIC Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Investee SAMSUNG TECHWIN EUROPE LIMITED Tianjin Samsung Techwin Opto-Electronics Shanghai Samsung Techwin SAMSUNG TECHWIN DO BRASIL EQUIPAMENTOS Samsung Fashion America Inc. Samsung Fashion S.r.L COLOMBO VIA DELLA SPIGA S.R.L Samsung Fashion Trading (Shanghai) Samsung Everland Inc. Vietnam iMarket Asia Co., Ltd. Shanghai Ever-Hongjun Business Language Testing International Opentide China Co., Ltd. OpenTide Taiwan Co., Ltd. OpenTide Interactive Advertising Co., Ltd. OpenTide e-Commerce Co., Ltd. OpenTide Marketing Service Co., Ltd. iMarket China Co., Ltd. Samsung Fine Chemicals Europe Samsung Fine Chemicals Trading (Shanghai) Co., Ltd. Samsung Securities (America), Inc. Samsung Securities (Europe) Limited. Samsung Securities (Asia) Limited. iMarket Asia Co., Ltd. Samsung SDS America, Inc. Samsung SDS Europe Ltd. Samsung SDS Global SCL Netherland Cooperatief U.A Samsung SDS Asia Pacific Pte. Ltd. Samsung SDS India PVt. Ltd. Samsung SDS China, Ltd. Samsung SDS Latin America, Ltd. MIRACOM ASIA PACIFIC Samsung SDS Latin America, Ltd. Samsung SDS Mexico, S.A. DE C. Samsung SDS Global SCL Panama Samsung SDS Global SCL Hungary Samsung SDS Global SCL Slovaki SAMSUNG SDS GSCL POLAND Samsung SDS Global SCL Netherland Cooperatief U.A SAMSUNG SDS Global SCL Egypt C Samsung SDS global SCL South A Samsung SDS Global SCL Transpo Samsung SDS Global SCL Rus Lim SAMSUNG SDS GSCL POLAND Samsung SDS Global SCL Rus Lim Samsung SDS GSCL Vietnam Co Ltd. PT. Samsung SDS Global SCL Indonesia Samsung SDS Global SCL Philippines Co., Ltd. Samsung SDS Global SCL Thailand Co., Ltd. Samsung SDS Global SCL Malaysia SDN.BHD. Samsung SDS Global SCL Hong Kong Ltd. Samsung SDS Global Development Samsung SDS Global SCL Beijing Co., Ltd. MIRACOM CHINA Offshore 1 consulting Corporation Samsung Engineering America Inc. Samsung Engineering Magyarorszag Kft Samsung Engineering (Malaysia) SDN. BHD. PT Samsung Engineering Indonesia Co., Ltd. Samsung Thai Engineering Co., Ltd. Samsung Engineering India Private Ltd. Samsung Engineering Vietnam Co. Samsung Engineering Construction(Shanghai) Co., Ltd. Samsung Electronics 2014 Interim Business Report Ownership 100.0 95.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 19.3 51.0 82.4 100.0 100.0 100.0 100.0 100.0 80.0 100.0 100.0 100.0 100.0 100.0 40.6 100.0 100.0 100.0 100.0 100.0 100.0 99.7 100.0 0.3 99.0 100.0 100.0 100.0 100.0 0.0 100.0 100.0 100.0 100.0 0.0 0.0 51.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 49.0 100.0 100.0 100.0 100.0 81.0 100.0 100.0 100.0 78 / 152 Investor Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering Samsung Engineering America Inc Samsung Engineering (Malaysia) Samsung Thai Engineering Co., Samsung Engineering India Private Ltd. Samsung Saudi Arabia Ltd. Muharraq Holding Company 1 Limited Muharraq Holding Company 2 Limited S1 Corporation S1 Corporation Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Cheil Worldwide Hotel Shilla Hotel Shilla Hotel Shilla Hotel Shilla Hotel Shilla Hotel Shilla Hotel Shilla SVIC #22 Cheil USA Inc. Cheil USA Inc. Cheil USA Inc. Cheil USA Inc. Samsung Hospitality America Cheil Europe Ltd. Cheil Europe Ltd. Investee Samsung Saudi Arabia Ltd. Muharraq Wastewater Services Company W.L.L. Muharraq STP Company B.S.C. Muharraq Holding Company 1 Limited Samsung INGENIERIA MEXICO S.A DE C.V. Samsung Ingenieria Minatitlan, S.A. De C.V. Samsung Engineering Trinidad Co., Ltd. Samsung Ingenieria Manzanillo, S.A. De C.V. Grupo Samsung Ingenieria Mexico, S.A. De C.V. Samsung Ingenieria Energia S.A. De C.V. Samsung Engineering America Do Sul Projecto E Consultoria Ltda. Samsung Engineering Bolivia S. SamsungIngenieriaDUBAS.A.d Samsung Engineering Kazakhstan LLP SEA Construction, LLC Muharraq Wastewater Services Company W.L.L. SAMSUNG CHEMICAL(THAILAND) CO. Samsung Saudi Arabia Ltd. Samsung EPC Company limited Muharraq Holding Company 2 Lim Muharraq STP Company B.S.C. SOCM LLC Samsung Beijing Security Systems Cheil USA Inc. Cheil Central America Inc. Cheil Europe Ltd. Cheil Germany GmbH Cheil France SAS Cheil Nordic AB Cheil India Pvt. Ltd. Cheil (Thailand) Ltd. Cheil Singapore Pte. Ltd. Cheil Vietnam Co. Ltd. Cheil Integrated Marketing Philippines, Inc. Cheil Malaysia SDN BHD Cheil China Cheil Hong Kong Limited Bravo Asia Limited Bravo Asia-Shanghai Cheil MEA FZ-LLC Cheil South Africa Pty., Ltd. CHEIL KENYA LIMITED Cheil Jordan Cheil Brazil Communications Ltda. Cheil Mexico Inc. SA de CV Cheil Rus LLC. Cheil Ukraine LLC Cheil Kazakhstan LLC Samsung Hospitality America New Jersey International M.C. Inc. SAMSUNG HOSPITALITY U.K. Limited Shilla Travel Retail Pte., Ltd. SHILLA LIMITED Macao Samsung Shilla Business Service Beijing Co., Ltd. SHILLA LIMITED Hong Kong RT SV CO-INVEST, LP The Barbarian Group, LLC McKinney Ventures LLC. Cheil India Pvt. Ltd. Cheil Mexico Inc. SA de CV Samsung Hospitality EUROPE Beattie McGuinness Bungay Limited Cheil Italia S.r.l Samsung Electronics 2014 Interim Business Report Ownership 95.0 64.8 5.1 45.0 99.7 99.9 100.0 99.9 100.0 100.0 100.0 99.9 100.0 100.0 100.0 0.3 40.6 5.0 75.0 100.0 88.7 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 90.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.0 100.0 100.0 98.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 100.0 100.0 0.0 2.0 100.0 75.0 100.0 79 / 152 Investor Cheil Europe Ltd. Cheil Europe Ltd. Cheil Germany GmbH Cheil Singapore Pte. Ltd. Cheil Singapore Pte. Ltd. Cheil Hong Kong Limited Cheil MEA FZ-LLC Cheil MEA FZ-LLC Cheil South Africa Pty., Ltd. One Agency FZ LLC One Agency FZ LLC One Agency FZ LLC One Agency FZ LLC One Agency FZ LLC Cheil RusLLC. Investee CHEIL SPAIN S.L CHEIL BENELUX B.V. CHEIL AUSTRIA GMBH Opentide Greater China Co., Ltd. PT. CHEIL WORLDWIDE INDONESIA Opentide Greater China Co., Ltd. One Agency FZ LLC One Agency Istanbul Advertisement, Communication & Production LLC CHEIL KENYA LIMITED One Agency Istanbul Advertisement, Communication & Production LLC One Agency Interior Design LLC One Agency Printing LLC One Agency South Africa One Agency Russia LLC One Agency Russia LLC Ownership 100.0 100.0 100.0 95.0 100.0 3.1 100.0 0.0 1.0 100.0 100.0 100.0 100.0 99.9 0.1 ※ (% of Ownership; As of September 30, 2014; Based on Common shares) Samsung Electronics 2014 Interim Business Report 80 / 152 C. Related Statute & Regulation Regulatory restrictions including the restriction on cross-holdings in accordance with the Monopoly Regulation and Fair Trade Act (1) Date of announcement by the authorities related to companies deemed as a part of Samsung Group for the current year: April 1, 2014 (2) Summary of Restrictions - Restriction of cross-holdings - Restriction of debt guarantee between affiliates - Restriction of voting rights for affiliates, including financial and insurance companies - Decision by board committee and public disclosure of large-scale related party transactions - Public disclosure of important matters of unlisted companies - Other public disclosures related to the Group status Samsung Electronics 2014 Interim Business Report 81 / 152 D. Equity Investments in other corporations (1) The total book value of equity investments in other corporations as of September 30, 2014 is KRW 46,297 billion [As of September 30, 2014] (Unit: 1,000 shares, KRW million, %) Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Qty Dom estic* Increase/Decrease Owners hip (%) Book Value Acquisition/Disposal Qty Amount Ending Balance Valuati on Ownership (%) Qty Current Financial Stats Book Value Total Asset Net Income (Loss) Listed Samsung ElectroMechanics 1977.01 Management 250 17,693 23.69 445,244 0 0 0 17,693 23.69 445,244 7,185,343 345,692 Listed Samsung Card 1988.12 Management 10,000 43,393 37.45 1,455,485 0 0 0 43,393 37.45 1,455,485 16,560,926 273,232 Listed Samsung Techwin 1977.12 Management 336 13,527 25.46 235,638 0 0 0 13,527 25.46 235,638 3,434,224 133,039 Unlisted STECO 1995.06 Business 24,000 2,448 51.00 32,724 0 0 0 2,448 51.00 32,724 91,556 3,188 Unlisted SEMES 1992.12 Business 1,000 2,167 91.30 70,817 6 1,089 0 2,173 91.54 71,906 669,232 38,062 Unlisted SERI 1991.05 Management 320 3,576 29.80 24,942 0 0 0 3,576 29.80 24,942 123,875 5,014 Unlisted Samsung SDS 1992.07 Management 6,160 17,472 22.58 560,827 0 0 0 17,472 22.58 560,827 5,300,100 325,983 Unlisted Samsung Lions 1986.08 Management 240 55 27.50 -102 0 0 0 55 27.50 -102 65,889 -12,166 Unlisted Samsung Electronics Service 1998.01 Business 30,000 6,000 99.33 48,121 0 0 0 6,000 99.33 48,121 335,588 4,363 Unlisted MEMC Korea 1991.12 Management 36,000 3,440 20.00 35,286 -3,440 -35,286 0 0 0.00 0 266,963 5,418 2000.12 Business 3,100 1,767 100.00 247,523 0 0 0 1,767 100.00 247,523 564,361 4,425 1999.04 Business 76 1,011 100.00 46,669 0 0 0 1,011 100.00 46,669 140,733 3,185 2012.04 Management 52,296 4,378 19.99 0 0 0 0 4,378 19.99 0 191,164 -64,194 Unlisted Unlisted Unlisted Samsung Electronics Sales Samsung Electronics Logitech SSLM ※ Domestic account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 82 / 152 Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Ownership (%) Qty Dom estic* Increase/Decrease Acquisition/Disposal Book Value Qty Amount Ending Balance Valuation Ownership (%) Qty Current Financial Stats Book Value Total Asset Net Income (Loss) Unlisted Samsung Display 2012.04 Business 16,009,547 221,969 84.78 18,509,307 0 0 0 221,969 84.78 18,509,307 35,754,894 2,400,779 Unlisted SVIC #6 2005.07 Business 26,800 1 99.00 2,277 0 0 0 1 99.00 2,277 37,284 -10,041 Unlisted SVIC #14 2009.05 Business 18,000 0 99.00 0 0 0 0 0 99.00 0 55,465 -1,882 Unlisted SVIC #21 2011.11 Business 19,800 0 99.00 81,180 0 17,182 0 0 99.00 98,362 61,384 -11,804 Unlisted SVIC #22 2011.11 Business 19,800 0 99.00 102,633 0 36,630 0 0 99.00 139,263 93,554 -4,497 Unlisted SVIC #27 2014.09 Business 5,940 0 0.00 0 0 5,940 0 0 99.00 5,940 0 0 Unlisted World Cyber Games 2003.12 Business 1 450 47.60 0 -450 0 0 0 0.00 0 2,234 486 Unlisted Suwon Samsung Bluewings FC 2008.12 Business 2,000 400 100.00 2,000 -400 -2,000 0 0 0.00 0 4,115 -26 2011.02 Business 286,384 87,350 68.45 477,648 0 0 0 87,350 68.45 477,648 309,321 28,856 2011.04 Management 30,000 5,058 42.55 244,665 4,240 167,400 0 9,298 45.65 412,065 653,426 -140,762 Unlisted Unlisted Samsung Medison Samsung BioLogics Unlisted Intellectual Discovery 2011.05 Management 5,000 1,784 15.71 5,241 0 0 0 1,784 15.71 5,241 48,125 12,619 Listed Samsung Heavy Industries 1977.09 Management 125 40,676 17.61 1,547,708 0 0 -520,648 40,676 17.61 1,027,060 17,427,147 632,205 Listed Samsung Fine Chemicals 1995.05 Management 1,346 2,165 8.39 96,449 0 0 -13,747 2,165 8.39 82,702 1,900,118 3,340 Listed Hotel Shilla 1979.12 Management 252 2,005 5.11 133,314 0 0 106,250 2,005 5.11 239,564 1,712,071 10,810 Listed Cheil Worldwide 1988.09 Management 185 2,999 2.61 82,465 0 0 -15,443 2,999 2.61 67,022 1,704,531 102,269 Listed A-Tech Solution 2009.11 Management 26,348 1,592 15.92 9,568 0 0 -1,576 1,592 15.92 7,992 181,148 -1,340 ※ Domestic account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 83 / 152 Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Ownership (%) Qty Book Value Acquisition/ Disposal Qty Amount Valuation Qty Ending Balance Current Financial Stats Ownership (%) Book Value Total Asset Net Income (Loss) Listed iMarket Korea 2000.12 Management 1,900 647 1.80 16,668 0 0 3,917 647 1.80 20,585 791,733 38,557 Listed KT Skylife 2001.12 Management 3,344 240 0.50 7,092 0 0 -1,656 240 0.50 5,436 684,444 72,724 Listed Samsung SDI 1977.01 Management 304 9,283 20.38 874,079 4,180 1,306,874 -531,776 13,463 19.58 1,649,177 10,555,671 147,916 Listed Cheil Industries 2014.06 Management 312,380 0 0.00 0 0 0 0 0 0.00 0 4,987,794 255,032 1978.01 Management 100 514 12.96 80,347 -514 -80,347 0 0 0.00 0 883,798 -42,180 1988.07 Management 1,500 1,914 3.91 80,653 1,103 48,257 0 3,017 5.29 128,910 1,597,400 205,314 1995.01 Management 5,000 1,000 17.24 5,000 0 0 0 1,000 17.24 5,000 85,615 691 1997.09 Management 590 1,135 0.98 5,677 0 0 0 1,135 0.98 5,677 682,137 35,726 1987.05 Management 150 72 0.39 365 0 0 0 72 0.39 365 221,876 12,938 1999.06 Management 1,097 219 19.00 368 -219 -368 0 0 0.00 0 4,279 294 Unlisted Unlisted Unlisted Unlisted Dom estic* Increase/Decrease Unlisted Unlisted Samsung Petrochemical Samsung General Chemicals Kihyup Technology Banking Pusan Newport The Korea Economic Daily Brooks Automation Asia Unlisted Samsung Venture Investment 1999.11 Management 4,900 980 16.33 7,021 0 0 0 980 16.33 7,021 64,049 2,575 Unlisted Cyber Bank 2000.12 Management 8,000 1,083 7.46 0 0 0 0 1,083 7.46 0 0 0 Unlisted FineChips 2001.12 Management 10 2 3.81 10 0 0 0 2 3.81 10 3,231 361 Unlisted SK Telink 2010.11 Management 4,357 15 1.13 4,357 0 0 0 15 1.13 4,357 253,332 16,093 Unlisted Inkel 2006.11 Management 130 0 0.00 0 0 0 0 0 0.00 0 153,629 974 Unlisted Yongpyong Resort 2007.05 Management 1,869 400 1.05 1,869 0 0 0 400 1.05 1,869 734,627 12,019 ※ Domestic account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 84 / 152 Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Ownership (%) Qty Book Value Acquisition/Disposal Qty Amount Current Financial Stats Ending Balance Valuation Qty Ownership (%) Book Value Total Asset Net Income (Loss) Unlisted E-SCOM 2007.12 Management 0 0 0.01 0 0 0 0 0 0.01 0 14,329 -7,482 Unlisted TGSambo 2012.09 Management 0 0 0.01 0 0 0 0 0 0.01 0 37,940 1,467 Unlisted Icube #1 2009.12 Management 4,000 0 16.23 4,000 0 0 0 0 16.23 4,000 24,399 97 Unlisted KT Wibro 2010.07 Management 60,000 600 24.20 60,000 0 0 0 600 24.20 60,000 262,713 3,169 Unlisted Shinsung Eng & Construction 2010.07 Management 1 1 0.01 0 -1 0 0 0 0.01 0 61,878 3,281 Unlisted Woobang 2010.07 Management 0 1 0 0 0 0 0 1 0 0 171,444 1,109 2010.07 Management 0 2 0.02 0 0 0 0 2 0.02 0 42,516 -8,168 2012.12 Management 0 0 0.02 0 0 0 0 0 0.02 0 153,402 -51,563 2012.12 Management 0 9 0.02 0 0 0 0 9 0.02 0 1,217,768 -267,694 Unlisted Unlisted Dome stic* Increase/Decrease Unlisted Heehoon Design & Global Daewoo Development Daewoo Songdo Development Unlisted Daewoo Motor Sales 2012.12 Management 0 1 0 0 0 0 0 1 0 0 318,071 -369 Unlisted Woojung Construction 2014.04 Withdrawal 0 0 0 0 5 0 0 5 0.35 0 23,920 -6,902 Unlisted Hyunjin 2014.04 Withdrawal 0 0 0 0 23 0 0 23 0.25 0 47,994 1,579 Unlisted Sungwon Construction 2014.04 Withdrawal 0 0 0 0 1 0 0 1 0.03 0 35,318 -18,343 Unlisted Inhee 2014.04 Withdrawal 0 0 0 0 2 0 0 2 0.17 0 15,780 -942 Unlisted Samsung Solution 2014.04 Withdrawal 0 0 0 0 4 0 0 4 6.70 0 11,713 173 Unlisted STX Construction 2014.04 Withdrawal 0 0 0 0 1 0 0 1 0.02 0 247,859 -443,500 Unlisted Poonglim 2014.05 Withdrawal 0 0 0 0 52 0 0 52 0.37 0 512,015 72,350 ※ Domestic account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 85 / 152 Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Ownership (%) Qty Dome stic* Increase/Decrease Book Value Acquisition/Disposal Qty Valuation Amount Current Financial Stats Ending Balance Ownership (%) Qty Book Value Total Asset Net Income (Loss) Unlisted JNT 2011.02 Investment 1,800 0 24.00 3,360 0 0 0 0 24.00 3,360 13,647 -310 Unlisted SV 2011.02 Investment 1,850 0 14.80 3,403 0 0 0 0 14.85 3,403 19,873 -1,730 Unlisted Seoul Investment Partners 2011.10 Investment 1,550 0 19.40 3,047 0 -175 0 0 19.38 2,872 15,778 1,257 Unlisted Daishin Aju IB 2011.08 Investment 258 0 3.00 2,277 0 -379 0 0 3.00 1,898 68,934 2,235 Unlisted TS 2011.11 Investment 1,700 0 20.48 3,400 0 -718 0 0 20.32 2,682 17,032 745 Unlisted IMM 2011.11 Investment 760 0 7.60 2,489 0 805 0 0 7.60 3,294 34,792 1,512 Unlisted L&S 2012.07 Investment 848 0 8.10 1,687 0 402 0 0 7.50 2,089 23,610 1,871 Unlisted Taewon Electric 2012.04 Management 16,544 9 15.00 17,072 36 0 0 45 15.00 17,072 82,347 5,386 Unlisted Pantech 2013.06 Business 53,000 53,000 10.03 53,053 0 0 0 53,000 10.03 53,053 714,097 -619,909 Unlisted KTCNP-GC 2013.12 Business 960 0 3.00 960 0 0 0 0 3.00 960 25,578 -1,591 Listed Wonik IPS 2013.12 Business 31,625 3,610 4.48 30,975 0 0 14,332 3,610 4.48 45,307 590,142 37,354 Unlisted Postech Technology Investment 2013.12 Business 600 0 10.00 600 0 0 0 0 10.00 600 118,613 3,514 Unlisted High Pioneer Private Investment Trust #1 2011.09 Business 29,244 0 100.00 19,470 0 0 0 0 100.00 19,470 19,189 -303 ※ Domestic account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 86 / 152 Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Ownership (%) Qty Book Value Acquisition/Disposal Qty Current Financial Stats Ending Balance Valuation Amount Ownership (%) Qty Book Value Total Asset Net Income (Loss) Unlisted SECA 1992.08 Position Security 3,823 0 100.00 90,922 0 0 0 0 100.00 90,922 522,775 48,920 Unlisted SEA 1978.07 Position Security 59,362 492 100.00 4,861,334 0 166,546 0 492 100.00 5,027,880 11,316,048 56,864 Unlisted SELA 1989.04 319 40 100.00 86,962 0 0 0 40 100.00 86,962 375,274 -26,800 Unlisted SEM 1995.07 3,032 3,173 63.58 111,697 664 53,941 0 3,837 63.58 165,638 1,554,638 10,689 Unlisted SEASA 1996.06 4,696 21,854 98.00 6,779 0 0 0 21,854 98.00 6,779 49,454 6,353 Unlisted SEDA 1994.01 13,224 62,816,336 87.04 577,483 0 0 0 62,816,336 87.04 577,483 3,429,136 914,548 Unlisted SECH 2002.12 597 0 4.10 597 0 0 0 0 4.10 597 492,709 28,128 42,892 100 100.00 42,892 0 0 0 100 100.00 42,892 1,519 246 654 0 25.00 4,115 0 0 0 0 25.00 4,115 10,084 -728 3,276 8,021 100.00 142,091 0 0 0 8,021 100.00 142,091 783,438 57,386 392 1,000 100.00 69,372 0 0 0 1,000 100.00 69,372 533,252 39,394 1,954 753 100.00 650,157 0 0 0 753 100.00 650,157 1,249,691 103,658 204 1,751 100.00 37,616 0 0 0 1,751 100.00 37,616 132,631 8,139 230 2,700 100.00 234,115 0 0 0 2,700 100.00 234,115 1,157,900 127,155 Unlisted Int’l* Increase/Decrease Unlisted Nvelo, Inc. CMLA LLC 2012.12 Position Security Position Security Position Security Position Security Position Security Position Security 2008.02 Management Position Security Unlisted SESA 1989.01 Unlisted SENA 1992.03 Unlisted SEH 1991.05 Unlisted SEP 1982.09 Unlisted SEF 1991.08 Unlisted SEUK 1995.07 Position Security 33,908 109,546 100.00 433,202 0 0 0 109,546 100.00 433,202 1,393,507 92,969 Unlisted SEHG 1982.02 Position Security 28,042 0 100.00 354,846 0 0 0 0 100.00 354,846 886,338 122,818 Position Security Position Security Position Security Position Security ※ International account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 87 / 152 Beginning Balance Account Name of Company Acquisitio n Date Objective Acquisition Cost Ownership (%) Qty Increase/Decrease Acquisition/Disposal Book Value Qty Valuation Amount Current Financial Stats Ending Balance Ownership (%) Qty Book Value Total Asset Net Income (Loss) Unlisted SEAG 2002.01 Position Security 40 0 100.00 32,162 0 0 0 0 100.00 32,162 323,756 17,845 Unlisted SEI 1993.05 Position Security 862 677 100.00 143,181 0 0 0 677 100.00 143,181 1,004,423 70,337 Unlisted SEBN 1995.07 Position Security 236 500,285 100.00 860,716 21,129 41,261 0 521,414 100.00 901,977 1,290,124 25,233 Unlisted SELS 1991.05 Position Security 18,314 1,306 100.00 24,288 0 0 0 1,306 100.00 24,288 1,903,892 7,613 Unlisted SEPOL 1996.04 Position Security 5,462 106 100.00 78,267 0 0 0 106 100.00 78,267 557,370 41,945 Unlisted SSA 1998.12 Position Security 263 2,000 100.00 32,622 0 0 0 2,000 100.00 32,622 787,562 87,809 Unlisted SESK 2002.06 Position Security 8,976 0 55.68 263,767 0 0 0 0 55.68 263,767 1,764,078 140,825 Unlisted SEEH 2008.01 Position Security 4,214 0 100.00 1,304,648 0 0 0 0 100.00 1,304,648 5,780,302 -28,769 Unlisted SEO 1997.01 Position Security 120 0 100.00 -10,043 0 0 0 0 100.00 -10,043 173,644 -352 Unlisted SRSC 1997.11 Position Security 707 0 100.00 8,211 0 0 0 0 100.00 8,211 41,567 3,546 Unlisted SERC 2006.01 Position Security 24,877 0 100.00 180,079 0 0 0 0 100.00 180,079 1,410,054 -11,137 Unlisted SERK 2007.07 Position Security 4,600 0 100.00 204,555 0 0 0 0 100.00 204,555 1,122,495 69,837 Unlisted SEAU 1987.11 Position Security 392 53,200 100.00 111,964 0 0 0 53,200 100.00 111,964 578,624 31,998 Unlisted SEMA 1989.09 Position Security 4,378 16,247 100.00 153,602 0 0 0 16,247 100.00 153,602 277,354 33,000 Unlisted SGE 1995.05 Position Security 827 0 100.00 32,836 0 0 0 0 100.00 32,836 1,071,694 -13,157 Unlisted SEEG 2012.07 Position Security 23 0 0.05 39 0 0 0 0 0.05 39 251,866 -11,788 Int’l* ※ International account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 88 / 152 Beginning Balance Account Name of Company Acquisitio n Date Objective Acquisition Cost Ownership (%) Qty Increase/Decrease Book Value Acquisition/Disposal Qty Ending Balance Valuation Amount Ownership (%) Qty Current Financial Stats Book Value Total Asset Net Income (Loss) Unlisted SEIN 1991.08 Position Security 7,463 46 99.99 118,909 0 0 0 46 99.99 118,909 647,199 141,290 Unlisted SDMA 1995.03 Position Security 21,876 71,400 75.00 244,382 0 0 0 71,400 75.00 244,382 814,820 70,830 Unlisted SIEL 1995.08 Position Security 5,414 216,787 100.00 75,263 0 0 0 216,787 100.00 75,263 1,924,832 324,171 Unlisted SRI-B 2005.05 Position Security 7,358 17 100.00 31,787 0 0 0 17 100.00 31,787 147,900 20,316 Unlisted SAVINA 1995.01 Position Security 5,839 0 100.00 28,365 0 0 0 0 100.00 28,365 175,780 18,173 Unlisted TSE 1988.01 Position Security 1,390 11,020 91.83 279,163 0 0 0 11,020 91.83 279,163 1,476,296 222,389 Unlisted STE 1996.01 Position Security 4,206 0 49.00 4,474 0 0 0 0 49.00 4,474 23,979 -7 Unlisted SME 2003.05 Position Security 4,796 17,100 100.00 7,644 0 0 0 17,100 100.00 7,644 814,104 36,427 Unlisted SAPL 2006.07 Position Security 793 736,269 100.00 870,623 0 0 0 736,269 100.00 870,623 2,425,585 674,510 Unlisted SEHK 1988.09 Position Security 349 274,250 100.00 79,033 0 0 0 274,250 100.00 79,033 1,188,620 37,977 Unlisted SET 1994.11 Position Security 456 27,270 100.00 112,949 0 0 0 27,270 100.00 112,949 1,390,404 30,802 Unlisted SESS 1994.12 Position Security 18,875 0 100.00 483,923 0 20,390 0 0 100.00 504,313 660,374 64,362 Unlisted SCIC 1996.03 Position Security 23,253 0 100.00 617,941 0 0 0 0 100.00 617,941 8,406,438 743,369 Unlisted SEHZ 1992.12 Position Security 792 0 89.56 255,535 0 0 0 0 89.56 255,535 4,599,200 1,012,728 Unlisted SSEC 1995.04 Position Security 32,128 0 69.06 130,551 0 0 0 0 69.06 130,551 645,699 67,668 Unlisted TSEC 1993.04 Position Security 15,064 0 48.20 138,101 0 0 0 0 48.20 138,101 907,752 155,258 Int’l* ※ Overseas account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 89 / 152 Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Qty Unlisted SSDP 1993.08 Unlisted TSTC 2001.03 Unlisted SSTC 2001.11 Unlisted SSET 2002.02 Unlisted SESC 2002.09 Unlisted SSS 2001.01 Unlisted SEHF 2004.04 Unlisted SSCR 2006.09 Unlisted TSOE 2010.04 Unlisted TSLED 2012.04 Unlisted SCS 2012.09 Unlisted SJC 1975.12 Unlisted SRJ 1992.08 Unlisted TSST Japan 2004.03 Unlisted SDIB Unlisted Semiconductor Portal Position Security Position Security Position Security Position Security Position Security Position Security Position Security Position Security Position Security Position Security Position Security Position Security Position Security Increase/Decrease Ownership (%) Book Value Acquisition/ Disposal Qty Amount Current Financial Stats Ending Balance Valuation Ownershi p (%) Qty Book Value Total Asset Net Income (Loss) 4,446 0 87.10 65,319 0 0 0 0 87.10 65,319 761,018 94,541 10,813 0 90.00 490,041 0 0 0 0 90.00 490,041 2,939,027 767,822 15,799 0 100.00 -1,186 0 0 0 0 100.00 -1,186 1,411 -4,958 6,009 0 60.00 121,624 0 0 0 0 95.00 121,624 88,698 7,122 5,471 0 73.70 34,028 0 0 0 0 73.70 34,028 846,670 58,194 1,200 0 100.00 19,189 0 0 0 0 100.00 19,189 1,310,109 130,082 17,204 0 100.00 85,088 0 0 0 0 100.00 85,088 111,367 -7,855 3,405 0 100.00 9,332 0 0 0 0 100.00 9,332 18,982 1,874 33,837 167,199 82.00 93,154 0 0 0 167,199 82.00 93,154 241,957 34,236 119,519 0 100.00 119,519 0 0 0 0 100.00 119,519 457,896 15,570 111,770 0 100.00 2,538,826 0 173,270 0 0 100.00 2,712,096 3,752,682 -40,537 273 1,560 100.00 370,647 0 0 0 1,560 100.00 370,647 1,174,832 2,866 3,120 122 100.00 117,257 0 0 0 122 100.00 117,257 181,723 4,905 Management 1,639 0 49.03 11,137 30 39,380 -50,517 30 49.03 0 169,322 -41,875 1996.09 Management 3,110 586 0.08 0 0 0 0 586 0.08 0 49,372 10,088 2002.12 Management 38 0 1.21 10 0 0 0 0 1.21 10 1,724 2,141 Int’l* ※ International account noted here reflects approved for sales securities Samsung Electronics 2014 Interim Business Report 90 / 152 Beginning Balance Account Name of Company Acquisition Date Objective Acquisition Cost Qty Unlisted Unlisted Unlisted Int’l* FTS Nanosys Inc. ONE BLUE LLC Increase/Decrease Ownership (%) Book Value Acquisition/ Disposal Qty Amount Ending Balance Valuation Ownership (%) Qty Current Financial Stats Book Value Net Income (Loss) Total Asset 2008.12 Management 1,952 116 41.50 563 0 0 0 116 41.50 563 2,710 406 2010.08 Management 4,774 1,747 1.67 2,387 0 0 0 1,747 1.67 2,387 22,159 857 2011.07 Management 1,766 0 16.67 1,766 0 0 0 0 16.67 1,766 33,803 875 Unlisted TidalScale 2013.08 Management 1,112 2,882 18.98 1,112 0 0 0 2,882 18.98 1,112 1,214 -1,948 Listed SSL 2014.05 Business 37,553 0 0.00 0 2,426 37,553 11,757 2,426 5.84 49,310 - - Unlisted Mantis Vision 2014.01 Business 1,594 0 0.00 0 301 1,594 0 301 3.53 1,594 3,236 -4,186 Unlisted INEDA 2014.04 Business 3,181 0 0.00 0 3,918 3,181 0 3,918 5.55 3,181 9,878 2,955 Unlisted Leman 2014.08 Business 1,019 0 0.00 0 17 1,019 0 17 3.91 1,019 1,630 -1,495 Unlisted Alces 2014.09 Business 4,832 0 0.00 0 421 4,832 0 421 20.10 4,832 799 -738 Listed Rambus 2010.01 Business 185,363 4,788 4.34 47,851 0 0 14,928 4,788 4.19 62,779 752,829 -36,931 Listed SEAGATE 2011.12 Business 788,454 12,539 3.80 743,161 0 0 11,313 12,539 3.80 754,474 9,754,138 2,011,378 33,533 2,008,273 -972,866 Total 18,955,878 45,261,470 46,296,877 * International account noted here reflects approved for sales securities * Based on separate financial statements * Ownership is calculated based on common share Samsung Electronics 2014 Interim Business Report 91 / 152 V. Information on Shareholders 1. Ownership of shares by the major shareholder and related parties The following table presents changes in shares held by the major shareholder and related parties as of the beginning and end of the reporting period. [As of September 30, 2014] Name Relationship (Unit: Shares, %) Type of share Number of Shares owned Beginning of period # shares owned End of period % # shares owned Note % Kun-Hee Lee Major shareholder Common 4,985,464 3.38 4,985,464 3.38 - Kun-Hee Lee Major shareholder Preferred 12,398 0.05 12,398 0.05 - Samsung C&T Affiliate Common 5,976,362 4.06 5,976,362 4.06 - Samsung Welfare Foundation Affiliate Common 89,683 0.06 89,683 0.06 - Samsung Foundation Of Culture Affiliate Common 37,615 0.03 37,615 0.03 - Ra-Hee Hong Affiliate Common 1,083,072 0.74 1,083,072 0.74 - Jae-Yong Lee Affiliate Common 840,403 0.57 840,403 0.57 - Samsung Life Insurance Affiliate Common 10,622,814 7.21 10,622,814 7.21 - Samsung Life Insurance Affiliate Preferred 879 0.00 879 0.00 - Samsung Life Insurance (special accounts) Affiliate Common 514,098 0.35 479.389 0.33 Open market sales Samsung Life Insurance (special accounts) Affiliate Preferred 26,379 0.12 48,509 0.21 Open market sales Samsung Fire & Marine Insurance Affiliate Common 1,856,370 1.26 1,856,370 1.26 - Samsung Fire & Marine Insurance (special accounts) Affiliate Common 143 0.00 143 0.00 - Samsung Fire & Marine Insurance (special accounts) Affiliate Preferred 53 0.00 53 0.00 - Cheil Industries Affiliate Common 9,679 0.01 0 0.00 Open market sales Oh-Hyun Kwon Affiliate Common 3,000 0.00 3,000 0.00 - Sang-Hoon Lee Affiliate Common 1,473 0.00 1,473 0.00 - Common 26,020,176 17.66 25,975,788 17.63 - Preferred 39,709 0.17 61,839 0.27 - Total ※ Note: According to the closed shareholder register, as at June 30,2014, Yong-Jin Jeong, CEO of Shinsegye, holds 293,500 shares. ※ The definition of major shareholder is as defined in the Monopoly Regulation and Fair Trade Act Samsung Electronics 2014 Interim Business Report 92 / 152 [The major shareholder] ○ Name of the major shareholder: Kun-Hee Lee ○ Education: Waseda University School of Commerce (1965) George Washington University MBA (1966) ○ Career (recent 5 years): Chairman of Samsung Electronics (2010.3 ~) Chairman/CEO of Samsung Electronics (1998.4 ~ 2008.4) Vice Chairman of the Federation of Korean Industries (1987 ~) Member of the International Olympic Committee (1996 ~) - There are no changes of the major shareholder recorded during the reporting period. 2. Ownership of shares As at June 30, 2014, the date of Suspension of Entry in the Register of Shareholders, shareholders with over 5% voting shares, excluding the major shareholder, are as follows: [As of June 30, 2014] (Unit: Shares) Classification Shareholders with over 5% voting shares Name Number of shares owned Share ratio Note National Pension Service 11,509,043 7.81 - Samsung Life Insurance 11,125,049 7.55 - - Employee Stock Ownership Association - - ※ The number of shares owned and share ratio of Samsung Life Insurance includes special accounts. 3. Minority Shareholders [As of June 30, 2014] (Unit: Person, Shares, %) Shareholder Shares owned Classification Note # of shareholders Portion # of shares Portion Minority shareholder 134,000 99.95 80,030,253 54.33 Total 134,068 100.00 147,299,337 100.00 Shareholders with shares less than 1/100 of total issued stocks ※ On common stock (with voting right) basis. Samsung Electronics 2014 Interim Business Report 93 / 152 4. Stock Affairs 1. New shares to be issued by the Company shall be allocated to the shareholders in proportion to their respective shareholdings in accordance with Paragraph 6, Article 8. If shareholders wave or lose their preemptive right to new shares issues or if there are fractional shares at the time of allocation of new shares, such shares may be handled by a resolution of the Board of Directors. 2. Notwithstanding the above Paragraph 1, new shares may be allocated to persons other than shareholders in the following cases: a. If the Company issues new shares or causes underwriters to underwrite new shares by a resolution of the Board of Directors in accordance with the applicable laws and regulations including the Securities and Exchange Act ("SEA"); b. If the Company allocates new shares preferentially to members of the Employee Stock Ownership Association by a resolution of the Board of Directors in accordance with the applicable laws and regulations including SEA; c. If the Company issues new shares for the issuance of depositary receipts (DR) by a resolution of the Board of Directors in accordance with the applicable laws and regulations including SEA; d. If the Company issues new shares by public offering in accordance with Article 11-3; e. If new shares are issued by the exercise of stock options in accordance with Article 11-4; Preemptive Rights in the Articles of Incorporation f. If the Company issues new shares to the extent of 30% of the total issued and outstanding shares, to domestic or foreign financial institutions to obtain financing urgently, or to partner companies to induce technology therefrom, etc., by a resolution of the Board of Directors; provided that the issue price of the new shares shall not be less than the price prescribed by Article 84-5 of the Enforcement Decree of SEA. ☞(Note) Paragraph 6, Article 8 In the case of rights issues, bonus issues or stock dividends, common shareholders shall be entitled to common shares, and preferred shareholders shall be entitled to preferred shares, in proportion to their respective shareholdings; provided that in the case of rights issue and stock dividend the Company may, if necessary, issue only one kind of shares, where all the shareholders, regardless of the class of their shares, shall be entitled to the kind of shares to be issued. ☞ (Note) Article 11-3 (Public Offering) 1. The Company may issue new shares by public offering to the extent that the new shares do not exceed 30% of the total number of issued and outstanding shares by a resolution of the Board of Directors, pursuant to Article 189-3 of the SEA. 2. If the Company issues new shares by public offering, the type, number and issue price of the new shares shall be determined by a resolution of the Board of Directors; provided that the issue price of such new shares shall not be less than the price prescribed by Article 84-5 of the Enforcement Decree of the SEA. ☞ (Note) Article 11-4 (Stock Options) Samsung Electronics 2014 Interim Business Report 94 / 152 1. The Company may grant stock options to its officers and employees (in this Article, “officers and employees” include officers and employees of the related companies as set forth in Article 189-4, Paragraph 1 of the SEA) by a special resolution of the general meeting of shareholders pursuant to Article 189-4 of the SEA, to the extent permitted by the SEA; provided, however, that the Company may grant the stock options to its officers and employees (except for the directors of the Company) by a resolution of the Board of Directors to the extent determined by the relevant laws and regulations.<Amended, Feb.28, 2002> 2. The persons to whom stock options may be granted are the officers and employees who have contributed or have the capacity to contribute to the establishment, management, overseas business, technical innovation, etc. of the Company; provided, however, that the officers and employees who are not entitled to stock options under the relevant laws and regulations shall be excluded.<Amended, Feb.28, 2002> 3. The shares to be issued to the officers or employees by the exercise of their stock options (in case the Company pays, either in cash or treasury shares, the difference between the exercise price of stock options and the market price, they refer to the shares which are the basis for such calculation) shall be common shares in registered form or preferred shares in registered form. Preemptive Rights in the Articles of Incorporation 4. Total number of shares to be delivered in accordance with the exercise of stock options shall be up to the extent permitted by the relevant laws and regulations. 5. The stock options may be exercised until an expiry date determined by a resolution of the general meeting of shareholders or the Board of Directors and the expiry date shall be in no more than eight (8) years from when two (2) years have elapsed from the date of the general meeting of shareholders or the Board of Directors' meeting at which a resolution to grant such stock options was; provided, however, that the person to whom a stock option is granted should serve the Company for at least two (2) years after the date of such resolution in order to exercise such stock option, unless otherwise set forth by relevant laws and regulations.<Amended, Feb.28, 2002> 6. The terms and conditions of stock options, such as the contents and exercise price thereof shall be determined by a special resolution of the general meeting of shareholders or by a resolution of the Board of Directors in accordance with the relevant laws and regulations and the Articles of Incorporation; provided, however, that such matters which are not provided for as matters reserved for resolutions of the general meeting of shareholders or the Board of Directors' meeting under the relevant laws and regulations or the Articles of Incorporation may be determined by the Board of Directors or a committee authorized by the Board of Directors.<Amended, Feb.28, 2002> 7. The Company may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases: <Amended, Feb.28, 2002> a. In case the option grantees voluntarily retire from their office or leave the Company after the grant of stock options; b. In case the option grantees cause substantial damage to the Company due to their willful misconduct or negligence; c. In case any of the causes for cancellation set forth in the stock option agreement occur Settlement date Annual General Meetings of Shareholders December 31 Shareholder register closing period Stock type Transfer agent Shareholder benefit Within 3 months after the end of every business year One month from January 1 1,5,10,50,100,500,1000,10000(8 types) Korea Securities Depository(T: +82-2-3774-3000): 23, Yeouinaru-ro 4-gil, Yeongdeungpo-gu, Seoul, Korea n/a Published on Joongang Daily Samsung Electronics 2014 Interim Business Report 95 / 152 5. Stock Price and Stock Transactions A. Domestic stock market (Unit: KRW, Shares) Type Stock price Common stock Volume Stock price Preferred stock Volume April 2014 May June July August September Highest 1,407,000 1,460,000 1,470,000 1,395,000 1,317,000 1,226,000 Lowest 1,339,000 1,335,000 1,301,000 1,284,000 1,222,000 1,150,000 Average 1,376,455 1,409,211 1,373,895 1,329,565 1,261,450 1,193,895 Highest (day) 381,976 385,621 478,053 487,027 564,621 466,184 Lowest (day) 65,985 74,712 148,789 119,577 168,153 113,281 Monthly 4,950 4,612 5,222 4,749 5,113 4,991 Highest 1,094,000 1,165,000 1,151,000 1,128,000 1,044,000 1,008,000 Lowest 1,037,000 1,031,000 1,033,000 1,040,000 956,000 875,000 Average 1,072,000 1,102,368 1,075,526 1,075,522 1,001,050 946,842 Highest (day) 92,408 95,484 96,237 88,913 96,322 96,922 Lowest (day) 2,708 9,501 18,274 7,019 21,972 11,188 Monthly 792 767 1,056 780 931 775 ※ Monthly trading volume in 1,000 shares Samsung Electronics 2014 Interim Business Report 96 / 152 B. Overseas stock market □ Name of stock exchange: London Stock Exchange (common stock) (Unit: $, KRW, DR) Type April ‘14 Highest (Converted to KRW) Stock price Lowest (Converted to KRW) Common stock Average Highest (day) Volume Lowest (day) Monthly May June July August September 670.00 715.00 718.50 674.00 636.50 607.00 696,465 731,159 735,960 690,648 657,950 616,044 632.00 643.50 640.50 630.50 600.00 553.00 670,236 663,899 652,029 641,849 612,360 576,281 654.98 681.35 677.52 649.17 614.65 577.55 200,931 146,900 118,089 78,983 117,894 134,943 700 24 28,418 14,277 2,122 16,902 1,603 1,275 1,210 881 1,014 1,404 ※ Monthly volume in 1,000 Depository Receipt (DR) shares. ※ Stock price converted to KRW is based on KRW/USD exchange rate of closing price of trading day. Ratio: Common one (1) share equals DR two (2) shares □ Name of stock exchange: Luxembourg Stock Exchange (Preferred stock) (Unit: USD, KRW, 1,000 Shares ) Type Stock price Preferred stock Volume April ‘14 May June July August September Highest (USD) 520.50 569.00 563.50 548.50 501.00 497.50 (Converted to KRW) 541,997 581,916 577,193 562,048 517,884 504,913 Lowest (USD) 490.60 499.00 507.00 511.50 475.20 424.50 (Converted to KRW) 520,281 514,818 516,278 517,740 484,989 442,371 Average (USD) 509.34 532.95 530.71 525.54 487.95 459.41 Highest (day) 71,163 32,913 41,921 33,490 104,610 14,596 Lowest (day) 953 3,058 895 529 490 279 Monthly 244 296 179 134 561 104 ※ Monthly volume in 1,000 DR shares. ※ Stock price converted to KRW is based on KRW/USD exchange rate of closing price of trading day. Ratio: Common one (1) share equals DR two (2) shares Samsung Electronics 2014 Interim Business Report 97 / 152 VI. Executives and Employees 1. Executives and Employees A. Registered Executives [As of September 30, 2014] Name Date of Gender birth Position (Unit: # of shares) Registered executive Full/ parttime Responsibility Major career Chairman of BOD Head of DS division Number of shares owned Length of Service Term expiration Common Preferred Head of DS division 3,000 0 31 mo. 2015.03.15 OhHyun Kwon M 1952.10 CEO Registered Full time executive BooKeun Yoon M 1953.02 CEO Registered Full time executive Head of CE division Head of CE division 0 0 19 mo. 2016.03.14 JongKyun Shin M 1956.01 CEO Registered Full time executive Head of IM division Head of IM division 0 0 19 mo. 2016.03.14 SangHoon Lee M 1955.06 CFO Registered Full time executive CFO, Head of Corporate Management Office Head of Corporate Management Office 1,473 0 19 mo. 2016.03.14 In-Ho Lee M 1943.11 Independent Director Registered Part time executive Overall management of the Company President & CEO of Shinhan Bank 0 0 55 mo. 2016.03.14 HanJoong Kim M 1948.11 Independent Director Registered Part time executive Overall management of the Company President of Yonsei University 0 0 31 mo. 2015.03.15 1950.01 Independent Director Registered Part time executive Overall management of the Company Advisor at Kim & Chang Law Office 0 0 19 mo. 2016.03.14 Registered Part time executive Overall management of the Company Professor of Electrical Engineering at Seoul National University 0 0 31mo. 2015.03.15 Overall management of the Company Dean of Graduate School of International Studies at Ewha Womans University 0 0 19 mo. 2016.03.14 KwangSoo Song ByeongGi Lee EunMee Kim M M F 1951.05 1958.09 Independent Director Independent Director Registered Part time executive Samsung Electronics 2014 Interim Business Report 98 / 152 B. Concurrent position with other companies Concurrent office holder Company Name Position Name of company Position Kwang-Soo Song Independent director Doosan Corp. Independent director C. Employees [As of September 30, 2014] (Unit: KRW million) No. of employees Division Regular Contractbased Others Total Average length of service (years) Gender Total Compensation Average Compensation per employee CE M 12,995 354 - 13,349 11.5 - - CE F 2,593 295 - 2,888 6.0 - - IM M 19,612 344 - 19,956 9.5 - - IM F 7,856 222 - 8,078 6.9 - - DS M 29,183 249 - 29,432 9.6 - - DS F 13,064 257 - 13,321 8.7 - - Others M 9,560 446 - 10,006 11.4 - - Others F 2,082 444 - 2,526 6.7 - - Gender Total M 71,350 1,393 - 72,743 10.2 4,854,272 67 Gender Total F 25,595 1,218 - 26,813 7.6 1,137.613 43 96.945 2,611 - 99,556 9.5 5,991,885 61 Total ※ Total compensation and average compensation per employee were calculated before income deduction based on the earned income payment record submitted to the district tax office in accordance with Article 20 of the Income Tax Law. ※ The number of employees represent domestic employees, excluding four executive directors. ※ Average compensation per employee was calculated based on total average employee figure of 98,305 (male: 72,015; female: 26,290) Samsung Electronics 2014 Interim Business Report 99 / 152 2. Remuneration for Directors A. Summary on Total Remuneration (1) Remuneration approved at the annual general meetings of shareholders (Unit: KRW million) Amount Approved at Shareholders’ Meeting Number of Persons Note Executive Directors 4 - - Independent Directors 2 - - Audit Committee member or Auditor 3 - - Total 9 48,000 - ※ Number of persons as of the reporting date. ※ The amount approved at shareholders’ meeting is the remuneration limit for registered directors according to the Article 388 of the Korean Commercial Act. It includes compensation for registered directors who retired this fiscal year or in the past years. (2) Remuneration Paid (Unit: KRW million) Number of Persons Total amount of remuneration Average remuneration per Director Note Executive Directors 4 24,328 6,082 - Independent Directors 2 125 62 - Audit Committee member or Auditor 3 201 67 - Total 9 24,654 - - ※ Number of persons is as of the reporting date. ※ The total amount is the income based on the Income Tax Law that incumbent or retired executive directors, independent directors, and members of audit committee in the fiscal year received as a registered director according to the Article 159 of the Financial Investment Services and Capital Markets Act and the Article 168 of the enforcement decree of the same law. ※ Average remuneration per Director was calculated by dividing total remuneration by annual average number of persons. ※ There is no recognized expenses (compensation expenses) in this term from granting stock option. Samsung Electronics 2014 Interim Business Report 100 / 152 B. Summary on Remuneration by Executive (Unit: KRW million) Total amount of remuneration Remuneration not included in total amount Name position Oh-Hyun Kwon CEO 6,257 - Boo-Keun Yoon CEO 3,611 - Jong-Kyun Shin CEO 12,034 - Sang-Hoon Lee CFO 2,426 - ※ Total amount of compensation for each individual is a sum of earned, retirement, and other related incomes based on the Income Tax Law that incumbent or retired executive directors, independent directors, and members of audit committee in the fiscal year received as a registered director according to the Article 159 of the Financial Investment Services and Capital Markets Act and the Article 168 of the enforcement decree of the same law. (2) Criteria and methodology Criteria and methodology CEO Oh-Hyun Kwon Total compensation of KRW 6,257 million – Earned Income • Salary: KRW 1,562 million (consists of monthly wage) • Bonus: KRW 3,946 million (consists of traditional holiday bonus, Target Achievement Incentive, long-term incentive) • Profit from exercising stock option : n/a • Other earned income: KRW 749 million – Retirement Income: n/a – Other Income: n/a Compensation criteria and calculation method – Salary: According to internal regulation for executive treatment (Board resolution) – Bonus: According to internal regulation for executive treatment (Board resolution) • Traditional holiday bonus: 100% of monthly wage – Target Achievement Incentive: Paid biannual basis within the range of 100~400% of monthly wage * According to the level of target achieved – – CEO Boo-Keun Yoon Long-term incentive: According to internal regulation for executive long-term incentive (Board resolution) Other earned income: According to internal regulation for executive treatment (Board resolution) • Consists of a special bonus (one-off) and fringe benefits Total compensation of KRW 3,611 million – Earned Income • Salary: KRW 1,296 million (consists of monthly wage) • Bonus: KRW 1,680 million (consists of traditional holiday bonus, Target Achievement Incentive, long-term incentive) • Profit from exercising stock option : n/a • Other earned income: KRW 635 million – Retirement Income: n/a – Other Income: n/a Compensation criteria and calculation method – Salary: According to internal regulation for executive treatment (Board resolution) – Bonus: According to internal regulation for executive treatment (Board resolution) • Traditional holiday bonus: 100% of monthly wage – Target Achievement Incentive: Paid biannual basis within the range of 100~400% of monthly wage * According to the level of target achieved – – Long-term incentive: According to internal regulation for executive long-term incentive (Board resolution) Other earned income: According to internal regulation for executive treatment (Board resolution) • Consists of a special bonus (one-off) and fringe benefits Samsung Electronics 2014 Interim Business Report 101 / 152 Criteria and methodology CEO Jong-Kyun Shin Total compensation of KRW 12,034 million – Earned Income • Salary: KRW 1,296 million (consists of monthly wage) • Bonus: KRW 1,644 million (consists of traditional holiday bonus, Target Achievement Incentive, long-term incentive) • Profit from exercising stock option : n/a • Other earned income: KRW 9,094 million – Retirement Income: n/a – Other Income: n/a Compensation criteria and calculation method – Salary: According to internal regulation for executive treatment (Board resolution) – Bonus: According to internal regulation for executive treatment (Board resolution) • Traditional holiday bonus: 100% of monthly wage – Target Achievement Incentive: Paid biannual basis within the range of 100~400% of monthly wage * According to the level of target achieved – – CFO Sang-Hoon Lee Long-term incentive: According to internal regulation for executive long-term incentive (Board resolution) Other earned income: According to internal regulation for executive treatment (Board resolution) • Consists of a special bonus (one-off) and fringe benefits Total compensation of KRW 2,426 million – Earned Income • Salary: KRW 842 million (consists of monthly wage) • Bonus: KRW 1,149 million (consists of traditional holiday bonus, Target Achievement Incentive, long-term incentive) • Profit from exercising stock option : n/a • Other earned income: KRW 435 million – Retirement Income: n/a – Other Income: n/a Compensation criteria and calculation method – Salary: According to internal regulation for executive treatment (Board resolution) – Bonus: According to internal regulation for executive treatment (Board resolution) • Traditional holiday bonus: 100% of monthly wage – Target Achievement Incentive: Paid biannual basis within the range of 100~400% of monthly wage * According to the level of target achieved – – Long-term incentive: According to internal regulation for executive long-term incentive (Board resolution) Other earned income: According to internal regulation for executive treatment (Board resolution) • Consists of a special bonus (one-off) and fringe benefits Samsung Electronics 2014 Interim Business Report 102 / 152 B. Stock Options Granted and Exercised (1) Status of stock options granted to registered directors There have been no stock options granted to, or exercised by, the executive BOD or Audit Committee members during the reporting period. (2) Status of stock options granted to non-registered executives As at September 30, 2014, the accumulated weighted average exercise price of outstanding stock options is KRW 606,700. [Weighted average exercise price = Sum of (no. of unexercised stocks per period x exercise amount per period) / total no. of unexercised stocks] [As of September 30, 2014] (Unit: KRW, shares) Method Type of stock Kyung-Hoon Unregistered Apr 16, 2004 Kang executive Treasury share Common Myung-Soo Kim Unregistered Apr 16, 2004 executive Treasury share Seok-ki Kim Unregistered Apr 16, 2004 executive Seok-Pil Kim Grantee Relationship Date Changes Grant Exercise Cancel Unexercised Exercise period Exercise price 4,000 3,924 76 0 '06.4.17~ '14.4.16 580,300 Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Haeng-Il Kim Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Hyuk-Cheol Kim Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Byung-Dae Park Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Seung-Kun Park Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Sang-Jo Ban Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Jae-Hyun Seong Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Hak-Kyung Sung Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Byung-Se So Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Seong-Won Song Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Soon-Seon Sim Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Young-Hoon Unregistered Apr 16, 2004 Um executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Wong-Tong Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Moon-Kyun Woo Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Ki-Ok Lee Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Ki-Woong Lee Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Samsung Electronics 2014 Interim Business Report 103 / 152 Grantee Relationship Date Method Type of stock Changes Grant Exercise Unexercised Exercise period Cancel Exercise price Sang-Cheol Lee Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Jae-Hyung Lee Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Chung-Ki Jang Unregistered Apr 16, 2004 executive Treasury share Common 30,000 29,426 574 0 '06.4.17~ '14.4.16 580,300 Joon-Young Jeon Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Keum-Yong Jeong Unregistered Apr 16, 2004 executive Treasury share Common 4,000 3,924 76 0 '06.4.17~ '14.4.16 580,300 Woo-In Jeong Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Eun-Seung Jeong Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Seung-Hwan Unregistered Apr 16, 2004 Cho executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 In-Soo Cho Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Jae-Moon Cho Unregistered Apr 16, 2004 executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Seung-Cheol Unregistered Apr 16, 2004 Choi executive Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 Young-Jun Choi Unregistered Apr 16, 2004 executive Treasury share Common 4,000 3,924 76 0 '06.4.17~ '14.4.16 580,300 In-Kwon Choi Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Jeong-Hyuk Choi Unregistered Apr 16, 2004 executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Myung-Seob Unregistered Apr 16, 2004 Han executive Treasury share Common 5,000 4,905 95 0 '06.4.17~ '14.4.16 580,300 Treasury share Common 3,500 3,434 66 0 '06.4.17~ '14.4.16 580,300 580,300 Deuk-Kyu Hwang Unregistered Apr 16, 2004 executive Kyung-Do Kim and other 83 - Apr 16, 2004 Treasury share Common 409,500 359,867 49,633 0 '06.4.17~ '14.4.16 Sub-total - - - - 590,000 536,939 53,061 0 - Young-Soo Kwak and other 1 - Dec 20, 2005 10,000 5,000 0 5,000 '07.12.21~ ’15.12.20 Total - - 600,000 541,939 53,061 5,000 - Treasury share - Common - - 606,700 - ※ The change in number of shares granted reflects the cancellation of share grants according to Company’s internal revocation policy and decline of earnings in 2004. ※ As of September 30, 2014, the closing price was KRW 1,184,000. ‘Relationship’ is as of the reporting date (September 30, 2014). Samsung Electronics 2014 Interim Business Report 104 / 152 VII. Related Party Transactions 1. Credit Offerings for Affiliates and Subsidiaries A. Details on Debt Guarantee (as at September 30, 2014) - Domestic: N/A - Overseas: (Unit: USD thousand) Company Relationship Creditor Guarantee Expiry Date Transactions Beginning of period Increase Decrease Limit of Guarantee End of period SEA Subsidiary SMBC, etc. 2017-04-10 2,840,000 0 1,308,000 1,532,000 2,425,000 SECA Subsidiary Nova Scotia 2014-10-10 0 0 0 0 15,000 SEM Subsidiary Santander, etc. 2015-08-19 314,620 73,150 0 387,770 566,000 SAMCOL Subsidiary Citibank, etc. 2015-06-13 34,050 27,805 0 61,855 160,000 SEDA Subsidiary HSBC, etc. 2015-08-29 257,366 0 252,257 5,109 1,110,000 SECH Subsidiary Citibank, etc. 2015-06-13 49,400 43,667 0 93,067 168,000 SEPR Subsidiary BBVA, etc. 2015-06-13 63,688 0 9,579 54,109 192,000 SELA Subsidiary Citibank 2014-12-16 0 0 0 0 5,000 SEEH Subsidiary HSBC, etc. 2015-09-05 0 0 0 0 920,000 SSA Subsidiary Citibank, etc. 2015-06-13 64,729 68,858 0 133,587 335,000 SEMRC Subsidiary SocGen, etc. 2014-12-16 22,157 12,413 0 34,570 110,000 SETK Subsidiary BTMU, etc. 2015-06-13 150,784 17,286 0 168,070 420,000 SERK Subsidiary BNP, etc. 2015-06-28 0 0 0 0 375,000 SEI Subsidiary Intesa 2014-10-31 550 0 550 0 0 SECE Subsidiary Citibank, etc. 2015-07-21 10,400 0 6,550 3,850 105,000 SEUC Subsidiary Credit Agricole, etc. 2015-06-13 16,920 0 16,920 0 175,000 SELV Subsidiary Citibank 2014-12-16 0 0 0 0 10,000 SAPL Subsidiary BOA, etc. 2015-06-13 0 0 0 0 467,270 SEV Subsidiary SCB 2014-11-08 0 0 0 0 15,000 SAVINA Subsidiary SCB 2014-11-08 0 0 0 0 30,000 SEEG Subsidiary HSBC 2014-06-13 3,000 0 3,000 0 0 SEPCO Subsidiary Citibank, etc. 2014-12-16 54,225 0 6,495 47,730 47,730 SET Subsidiary SCB, etc. 2014-11-08 0 0 0 0 50,000 SEIN Subsidiary HSBC 2014-06-13 16,400 40,379 0 56,779 140,000 SCIC Subsidiary HSBC, etc. 2015-06-13 0 0 0 0 200,000 SJC Subsidiary Mizuho Bank, etc. 2015-05-31 285,600 79,039 0 364,639 874,000 SRJ Subsidiary SMBC 2016-02-28 26,085 0 3,235 22,850 22,850 SEDAM Subsidiary Citibank, etc. 2015-06-13 54,315 147,240 0 201,555 366,000 SME Subsidiary SCB 2014-11-08 0 0 0 0 120,000 SAMEX Subsidiary Citibank 2014-11-08 0 0 0 0 5,000 4,264,289 509,837 1,606,586 3,167,540 9,428,850 Total Samsung Electronics 2014 Interim Business Report 105 / 152 Other than the guarantee obligations presented above, the Company provides payment guarantees of KRW 18,490 million (HUF 4.32 billion) to SEH (Samsung Electronics Hungarian) in Hungary to guarantee fulfillment of an investment incentive contract with the Hungarian government. The Company requires BOD approval for individual guarantees exceeding 2.5% of total equity. When the guarantee amount is between 0.1% and/or less than 2.5%, the approval decision is delegated to the Management Committee. B. Purchase and Sales of Securities (Unit: KRW million) Changes Company Relationship Samsung Asset Management Affiliate Total Purchase Beneficiary certificate - 200,000 200,000 2,710 1,065,463 - 200,000 200,000 2,710 1,065,463 Sale Total Profit & Loss Balance Securities Type Note Asset management ※ Profit and loss of securities is based on gain from disposition. Samsung Electronics 2014 Interim Business Report 106 / 152 2. Acquisitions and disposals of Assets with Affiliates and Subsidiaries During the first nine months of 2014, the Company disposed assets to affiliates including SCS (Samsung China Semiconductor Co., Ltd.) for the purpose of increasing production capacity. In addition, the Company acquired assets including facility equipment from affiliates to improve efficiency of domestic production. (Unit: KRW million) Company Relationship Purpose Samsung SDI Affiliate Asset sale/purchase Samsung Card Affiliate Cheil Industries Affiliate SCS Subsidiary Samsung Techwin Affiliate SAS Subsidiary Samsung Biologics Affiliate SESS Transaction Date Date based on Asset Amount 2014.07.01 Date of sale/purchase Stock, etc. 669,591 Asset purchase 2014.06.03 Date of purchase Stock, etc. 169,030 Asset purchase 2014.06.03 Date of purchase Machinery, etc. 143,037 2014.09.23 Date of sale Machinery, etc. 46,303 Asset purchase 2014.07.07 Date of purchase Machinery, etc. 41,254 Asset purchase 2014.09.22 Date of purchase Machinery, etc. 20,769 Asset sale 2014.06.05 Date of sale Intellectual property right, etc. 10,433 Subsidiary Asset sale/purchase 2014.09.05 Date of sale/purchase Machinery, etc. 6,883 SEV Subsidiary Asset sale/purchase 2014.09.03 Date of sale/purchase Machinery, etc. 4,155 SEVT Subsidiary Asset sale 2014.09.30 Date of sale Machinery, etc. 3,086 SII Subsidiary Asset sale/purchase 2014.06.09 Date of sale/purchase Machinery, etc. 2,593 Samsung Display Affiliate Asset purchase 2014.02.01 Date of purchase Intellectual property right, etc. 1,458 SESC Subsidiary Asset purchase 2014.04.18 Date of purchase Machinery, etc. 950 SRC-Guangzhou Subsidiary 2014.02.17 Date of sale Machinery, etc. 879 SEMES Affiliates 2014.05.30 Date of purchase Machinery, etc. 808 TSST Korea Subsidiary Asset sale 2014.09.30 Date of sale Intellectual property right, etc. 647 SSEC-E Subsidiary Asset sale 2014.02.01 Date of sale Machinery, etc. 524 SSEC Affiliate Asset sale 2014.03.21 Date of sale Machinery, etc. 190 SEHZ Subsidiary Asset sale 2014.09.05 Date of sale Machinery, etc. 189 Cheil Wordwide Affiliate Asset sale 2014.09.18 Date of sale Machinery, etc. 180 TSOE Subsidiary Asset sale 2014.07.25 Date of sale Machinery, etc. 124 SEMCO Subsidiary Asset sale 2014.06.23 Date of sale Machinery, etc. 110 Asset sale Asset sale Asset purchase ※ Transaction date: most recent transaction ※ The former Cheil Industries merged with Samsung SDI in July 2014, and Samsung Everland name has been renamed as Cheil Industries Samsung Electronics 2014 Interim Business Report 107 / 152 3. Business Transactions with Affiliates and Subsidiaries During the first nine months of 2014, the Company had business transactions with affiliates STA (Samsung Telecommunications America LLC.) and SEV (Samsung Electronics Vietnam Co., Ltd.). (Unit: KRW million) Company Relationship Type of Transaction STA Subsidiary Sales/Purchases 2014.01 - 2014.09 Sales of HHP and Network Equipment, etc. 13,029,581 SEV Subsidiary Sales/Purchases 2014.01 - 2014.09 Purchase of HHP and Home Appliance, etc. 11,375,462 SEHZ Subsidiary Sales/Purchases 2014.01 - 2014.09 Purchase of HHP and CTV, etc. 9,859,862 SSI Subsidiary Sales/Purchases 2014.01 - 2014.09 Purchase of semiconductor, etc. 9,790,281 SEA Subsidiary Sales/Purchases 2014.01 - 2014.09 Purchase of HHP and Home Appliance, etc. 8,518,686 Date Details Amount 4. Transactions with Stakeholders other than Affiliates and Subsidiaries As at September 30, 2014, the Company’s outstanding loan amount is KRW 114 billion related to support for supplier companies for product competitiveness and mutual development as well as home loan and educational expenses for employee welfare. In addition, the Company provides debt guarantees up to KRW 13.8 billion for employees’ loans from financial institutions relating to housing rental. (Unit: KRW million) Loans Company Transaction Relationship Account title Jeil Precision Industrial, etc Partner company Dooil I&D, etc Partner company and employee Total Beginning of period (January 1, 2014) Increase Decrease End of period (September 30, 2014) Short-term loans 30,977 2,169 3,565 29,581 Long-term loans 77,303 31,195 24,060 84,438 108,280 33,364 27,625 114,019 ※ The amount shown above reflects present value of discounted debts before accounting for bad debts. Samsung Electronics 2014 Interim Business Report 108 / 152 VIII. Other Information Related to Investor Protection 1. Public Disclosure (A) Progress on major disclosed information related to management Report date Feb 7, 2011 Mar 4, 2011 Title Report Progress Appeal of Court’s Ruling on Samsung Motors Case Related to the agreement regarding court receivership of Samsung Motors between 28 Samsung affiliates (including Samsung Electronics) and creditors of Samsung Motors in September 1999, the Samsung affiliates (including Samsung Electronics) appealed the Court’s ruling of January 1, 2011, against the case filed by the defendants (Creditors filed the case on December 2005). Filing of a lawsuit Related to the agreement regarding court receivership of Samsung Motors between 28 Samsung affiliates (including Samsung Electronics) and creditors of Samsung Motors in September 1999, creditors appealed the Court’s ruling of January 1, 2011 regarding the dispute case filed by the creditors on December 2005. In progress In progress (The Company received on Mar 4, 2011 the petition of appeal that the creditors of Samsung Motors submitted on Feb 1, 2011) 2. Summary of Shareholder Meeting results Date Agenda Results FY2014 annual general meeting of shareholders ('14.3.14) 1. Approval of Balance Sheet, Income Statement, and Statement of Appropriation of Retained Earnings (Draft), etc. for FY2013 2. Approval of the limit on the remuneration for the Directors Approved 1. Approval of Balance Sheet, Income Statement, and Statement of Appropriation of Retained Earnings (Draft), etc. for FY2012 Approved 2. Appointment of Directors 2.1 : Appointment of Independent Directors 2.1.1: In-Ho Lee 2.1.2: Kwang-Soo Song 2.1.3: Eun-Mee Kim Approved FY2013 annual general meeting of shareholders ('13.3.15) Approved 2.2: Appointment of Executive Directors 2.2.1: Boo-Keun Yoon 2.2.2: Jong-Kyun Shin 2.2.3: Sang-Hoon Lee 2-3: Appointment of Members of Audit Committee 2.3.1: In-Ho Lee 2.3.2: Kwang-Soo Song 3. Approval of the limit on the remuneration for the Directors FY2012 annual general meeting of shareholders ('12.3.16) Approved 1. Approval of Balance Sheet, Income Statement, and Statement of Appropriation of Retained Earnings (Draft), etc. for FY2011 Approved 2. Appointment of Directors 2.1: Appointment of Independent Directors 2.2: Appointment of Executive Directors 2.3: Appointment of Members of Audit Committee Approved 3. Approval of the limit on the remuneration for the Directors Approved Approved 4. LCD business spin-off Samsung Electronics 2014 Interim Business Report 109 / 152 3. Litigation On December 2005, based on the agreement entered on September 1999 with respect to Samsung Motor Inc.(“SMI”)’s bankruptcy proceedings, SMI’s creditors (the “Creditors”) filed a civil action against Mr. Kun-Hee Lee, chairman of the Company, and 28 Samsung Group affiliates including the Company under joint and several liability for failing to comply with such agreement. Under the suit, the Creditors have sought KRW 2,450 billion for loss of principal on loans extended to SMI and additional amounts for default interest. During the course of Samsung Life Insurance(“SLI”)’s Initial Public Offering (“IPO”), its shares owned by the Creditors were disposed of, and the part of proceeds exceeding the par value of KRW 70,000 was deposited into an escrow account (KRW 877.6 billion). Most of the claims with regards to the lawsuit have been withdrawn. On January 11, 2011, the Seoul High Court ordered Samsung Group affiliates to pay to the Creditors KRW 600 billion and penalties for the delay. In accordance with the Seoul High Court order, KRW 620.4 billion (which includes penalties and interest owed) was paid to the Creditors from the funds held in escrow during January 2011. Samsung Group affiliates and the Creditors appealed the Seoul High Court’s ruling to the Korean Supreme Court, and the appeal is currently in progress. As at the time of this disclosure, there are a number of on-going IP related litigations with Apple Inc. Regarding the ongoing lawsuit in the U.S.A, on August 24, 2012, the jury determined that the Company partially infringed Apple’s design and utility patent and should pay damages to Apple. On March 1, 2013, however, the Judge ordered a new trial for a certain portion of the damages, ruling that it was originally miscalculated. On March 6, 2014, the Judge denied Apple's bid for a permanent injunction against the Company and made a final judgment restating the total damages amount determined by a jury verdict on November 21, 2013. The Company appealed the decision on the damages amount on March 7, 2014, and the appeal is currently in progress. The final conclusion and the effect of the patent lawsuits with Apple are uncertain as of the reporting date. In August 2014, the company and Apple Inc. reached an agreement to withdraw suits held in countries other than U.S.A As at the time of this disclosure, there are multiple on-going lawsuits and civil damage claims by some overseas purchasers of TFT-LCD panels, as well as investigations by regulatory authorities, in connection with the price fixing of LCD panels. These lawsuits, claims and investigations were initiated prior to the spin-off of LCD business. The timing of payments related to these matters is currently uncertain but our management believes that the ultimate resolution of such lawsuits, claims, and investigations would not materially affect the financial condition of the company. In addition, during the normal course of business with numerous companies, the Company has been involved in various claims, disputes, and investigations conducted by regulatory bodies. Although the outflow of resources and timing of these matters are uncertain, the Company believes the outcome will not have a material impact on the financial condition of the Company. 4. Guarantees Refer to Commitments and Contingencies notes in the Separate and Consolidated Financial Statements Samsung Electronics 2014 Interim Business Report 110 / 152 5. Sanctions and Others The Company paid a fine of KRW 1.602 billion on 7 August 2012 according to a corrective order resulting from the violation of Article 8 (Prohibition of Unreasonable Cancellation of Entrustment) in pursuant to the Fair Transactions in Subcontracting Act. On 21 March 2012, the Company paid a fine of KRW 12.907 billion according to a corrective order resulting from the violating of Article 19 (Prohibition of Unfair Collaborative Acts) of the Monopoly Regulation and Fair Trade Act from the Fair Trade Commission relating to sales of washing machines, flat panel TVs, and notebook PCs. The Company is still engaged in a lawsuit after being issued a corrective order and fine (KRW 14.126 billion) on July 10, 2012 for violating Article 23 (Prohibition of Unfair Trade Practices) of the Monopoly Regulation and Fair Trade Act. In relation to the same lawsuit, the Company and two executives (one incumbent senior vice president at the time and one retired vice president at the time) were ordered to pay a fine (the Company: KRW 300 million, two executives: 50 million each) on Mar 12, 2012, and have subsequently paid. The Company was ordered to pay a fine (KRW 26 million) on Jan 13, 2014 from the Fair Trade Commission for violating Article 4 (Announcement of Critical Information and Integrated Notification) of the Act on Fair Labeling and Advertising), and this has been subsequently paid. For the hydrofluoric acid gas leak occurred on January 28, 2013, the Company was ordered to pay a fine (KRW 267 million) on March 7, 2013, for violating the Occupational Safety and Health Act, and have subsequently paid. The Company was issued an improvement order and ordered to pay a fine (KRW 2.2 million) on April 1, 2013, for violating the Toxic Chemicals Control Act. Accordingly, the Company reported compliance with the improvement order and subsequently paid the fine. For this case, three employees and executives of the Company were ordered to pay a fine (KRW 15 million) at the first trial on October 31, 2014. The Company appealed against the decision on November 7, 2014. For the hydrofluoric acid gas leak occurred on May 2, 2013, the Company was ordered to pay a fine (KRW 4.5 million) on February 27, 2014, for violating the Occupational Safety and Health Act and the Toxic Chemicals Control Act, and have subsequently paid. The Company was ordered and paid a fine of KRW 166.7 million for not reporting imported chemical substances in August 2013, when the Ministry of Environment and Gyeong-Gi province conducted a joint inspection. The Company is consistently providing education to executives and employees to promote fair competition that is up to global standards, and operating various programs for compliance. The Company reinforced internal controls to comply with relevant laws on environmental safety and provides related education for executives and employees. 6. Return of Short-Swing Profits The Company has not received any notification of short-swing profits from the Securities & Futures Commission (the Governor of the Financial Supervisory Service) over the last three years and until the date of this report. 7. Subsequent Events N/A Samsung Electronics 2014 Interim Business Report 111 / 152 8. Acquisition and Divestments A. Acquisitions and divestments [Samsung LED Merge] ㆍ Type: Merger ㆍ Purpose: Efficiency and profitability of LED business ㆍ Board Decision Date: 26 December 2011 ㆍ Board Approval Date: 20 February 2012 (※ The merger was approved at the shareholder meeting in lieu of the BOD.) ㆍ Merger Date: April 1, 2012 Acquiring Company Samsung Electronics Co., Ltd. Predecessor Company Samsung LED Co., Ltd. Address 416, Maetan-dong, Yeongtong-gu, Suwon-si, Gyeonggi-do, Korea San 24, Nongseo-dong, Giheung-gu, Yongin-si, Gyeonggi-do, Korea President Rate of Merger Gee-sung Choi 1 Nam-sung Cho 0.0134934 Name [LCD Business Spin-off] ㆍ Type: Physical division (establishment of Samsung Display Co., Ltd.) ㆍ Purpose: Efficiency of LCD business and profitability ㆍ Approval Date: March 16, 2012 (At the Annual Shareholder Meeting) ㆍ Spin-off Date: April 1, 2012 [Samsung Electronics Hainan Fiber Optics Korea Merge] ㆍ Type: Merger ㆍ Purpose: Efficiency and profitability of Camera module and Touchscreen ㆍ Board Decision Date: September 13, 2012 ㆍ Board Approval Date: October 26, 2012 (※ The merger was approved at the shareholder meeting in lieu of the BOD.) ㆍ Merger Date: 1 December 2012 Acquiring Company Predecessor Company Name Samsung Electronics Co., Ltd. Samsung Electronics Hainan Fiber Optics Korea Co., Ltd. Address 129, Samsung-ro, Yeongtong-gu, Suwon-si, Gyeonggi-do, Korea 94-1, Imsu-dong, Gumi-si, Gyeongsangbuk-do, Korea President Oh-Hyun Kwon Phil-Young Kim Merger Ratio 1 0.2056163 ※ We acquired Hainan Fiber Optics Korea Corp. without issuance of new shares as the Company held 100% ownership of equity. Samsung Electronics 2014 Interim Business Report 112 / 152 B. Post Information [Samsung LED] (Unit: KRW million) Year 2 (2012) Predecessor Company Samsung LED Account Forecast Forecast Vs. Actual Reason for Difference Actual Ratio Revenue 2,381,405 1,587,265 33% Operating Profit 258,250 -54,283 121% EBIT 234,507 -76,422 133% IT market and lighting business stagnation ※ For Year 1 (2011), refer to the Audited Financial Statement of Samsung LED. [Samsung Electronics Hainan Fiber Optics Korea] (Unit: KRW million) Year 1 (2012) Predecessor Company SEHF-K Account Forecast Forecast Vs. Actual Reason for Difference Actual Ratio Revenue 1,111,692 1,086,135 2% Operating Profit 33,366 5,121 85% EBIT 31,517 1,008 97% Decrease of profitability of Touch Screen Panel Business ※ For Year 2 (2013), the Company’s financial results are difficult to determine as the business was incorporated into the IM division. Samsung Electronics 2014 Interim Business Report 113 / 152 9. Green Management The Company is increasing acquisitions of “Green Technology Certifications” to follow the Low Carbon Green Growth policy of the Korean government. (Green Technology Certification) In accordance with Clause 2, Article 32 of the Framework Act on Low Carbon Green Growth, the Company acquires Green Technology Certification. Green technology development is a part of our Planet First strategy, which aims for business activities that respect people and nature. Since the certification system was introduced in 2010, the Company has secured 35 valid green certifications as of September 30, 2014. In addition, the Company has acquired 21 ‘Green technology product certificates (410 models), for commercialized products. Meanwhile, the Company withdrew the application for Giheung/Hwasung Campus to be re-designated as green company, and as of April 5, 2013, the Company no longer qualified for “the Green Company” status. Certified Green Technologies as of September 30, 2014 are as follows: Division Business Name of green technology and green projects No. CE Eco Bubble washing technology, etc. 23 IM Membrane laminated air filter for telecommunication base transceiver stations; Low power consumption cooling, heating, and controlling humidity, etc. 6 Semiconductor 3-bit NAND Flash semiconductor design technology, etc. 5 DP Transparent LCD Display technology, etc. 1 DS Total 35 ※ The reported data above is based on parent company only. ※ Refer to 『11. Other Information for Investment Decision Making (B. Environmental regulations)』 in 『II. Businesses Overview』 for greenhouse gas emission and energy use. Samsung Electronics 2014 Interim Business Report 114 / 152 IX. Auditor’s Report 1. Introduction Samil PriceWaterhouseCooper (PwC) has reviewed the interim consolidated/separate financial position of the Company as of September 30, 2014, and the related interim consolidated/separate statements of income and comprehensive income for the three and nine months ended September 30, 2014, and the interim consolidated/separate statements of changes in equity and cash flows for the nine months ended September 30, 2014. Nothing has come to attention that causes them to believe the accompanying interim consolidated/separate financial statements are not presented fairly, in all material respects, in accordance with the K-IFRS 1034, Interim Financial Reporting. Samil PwC also conducted audits on the consolidated/separate financial statement of financial position of the Company as of December 31, 2012 and 2013, and the related consolidated/separate statements of income, comprehensive income, changes in equity and cash flows for the year then ended and expressed an unqualified opinion on those financial statements. There are 158 subsidiaries as of September 30, 2014 and no auditors have changed for the subsidiaries for the nine months ended September 30, 2014. <Review plan for six-month period ended September 30, 2014 > Consolidated Financial Statements Separate Financial Statements Pre-Review Review 2014.09.08 ~ 2014.09.26 2014.10.07 ~ 2014.11.07 2014.09.08 ~ 2014.09.26 2014.10.07 ~ 2014.11.07 <Audit Contract Description> Fiscal Year Auditor Nine-months ended September 30, 2014 Samil PwC Year ended December 31, 2013 Samil PwC Year ended December 31, 2012 Samil PwC (Unit: KRW million) Description Compensation - Review of the interim consolidated/separate financial statements - Review of the interim consolidated/separate financial statements Total Hours 1,751 20,123 3,840 44,702 3,660 43,572 - Audit on consolidated/separate financial statements - Review of the interim consolidated/separate financial statements - Audit on consolidated/separate financial statements Samil PwC has performed non-audit services and has been paid KRW 2,722 million from the Company for the nine months ended September 30, 2014. Samsung Electronics 2014 Interim Business Report 115 / 152 <Non-Audit Service Contract Description> (Unit: KRW million) Fiscal Year Ninemonths ended Contract Date Non-audit Service Description Period for Service September 2013 Incorporation, M&A and Divestiture Advisory 2014.01~2014.09 1,161 August 2013 Tax Advisory 2014.01~2014.09 533 October 2013 Process Improvement Advisory 2014.01~2014.09 731 September Compensation Others 297 30, 2014 Subtotal Year ended December 2,722 November 2012 Incorporation, M&A and Divestiture Advisory 2013.01~2013.12 2,466 August 2012 Tax Advisory 2013.01~2013.12 2,272 June 2012 Process Improvement Advisory 2013.01~2013.12 1,896 31, 2013 Others 1,573 Subtotal Year ended 8,207 January 2012 Incorporation and M&A Advisory 2012.01~2012.12 3,520 January 2011 Tax Advisory 2012.01~2012.12 3,995 November 2011 IP Advisory 2012.01~2012.12 1,287 January 2012 Process Improvement Advisory 2012.01~2012.12 2,815 December 31, 2012 Others 802 Subtotal 12,419 Samsung Electronics 2014 Interim Business Report 116 / 152 X. Financial Statements INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (In millions of Korean won, in thousands of U.S dollars (refer to XI.-28)) September 30, 2014 KRW December 31, 2013 KRW September 30, 2014 USD December 31, 2013 USD Assets Current Assets Cash and cash equivalents Short-term financial instruments Available-for-sale financial assets Trade and other receivables Advances Prepaid expenses Inventories Other current assets Assets held for sale Total current assets 18,004,063 45,695,172 3,251,924 26,584,479 1,605,417 3,974,010 18,872,710 1,823,527 119,811,302 16,284,780 36,722,702 1,488,527 27,875,934 1,928,188 2,472,950 19,134,868 2,135,589 2,716,733 110,760,271 17,136,934 43,494,358 3,095,302 25,304,092 1,528,095 3,782,610 17,963,745 1,735,700 114,040,836 15,500,457 34,954,028 1,416,835 26,533,347 1,835,321 2,353,845 18,213,276 2,032,733 2,585,887 105,425,729 Non-current assets Available-for-sale financial assets Associates and joint ventures Property, plant and equipment Intangible assets Long-term prepaid expenses Deferred income tax assets Other non-current assets Total assets 12,317,751 5,391,924 76,012,065 4,684,752 5,140,876 4,824,644 3,563,175 231,746,489 6,238,380 6,422,292 75,496,388 3,980,600 3,465,783 4,621,780 3,089,524 214,075,018 11,724,491 5,132,233 72,351,099 4,459,121 4,893,276 4,592,275 3,391,562 220,584,893 5,937,921 6,112,975 71,860,259 3,788,883 3,298,861 4,399,181 2,940,724 203,764,533 Samsung Electronics 2014 Interim Business Report 117 / 152 INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (In millions of Korean won, in thousands of U.S dollars (refer to XI.-28)) September 30, 2014 KRW Liabilities and Equity Current liabilities Trade and other payables Short-term borrowings Advances received Withholdings Accrued expenses Income tax payable Current portion of long-term borrowings and debentures Provisions Other current liabilities Total current liabilities Non-current liabilities Debentures Long-term borrowings Long-term trade and other payables Net defined benefit liabilities Deferred income tax liabilities Provisions Other non-current liabilities Total liabilities December 31, 2013 KRW September 30, 2014 USD December 31, 2013 USD 17,975,973 9,722,014 1,981,972 1,066,256 9,254,550 3,943,563 1,133,104 17,633,705 6,438,517 1,706,313 1,176,046 11,344,530 3,386,018 2,425,831 17,110,197 9,253,773 1,886,514 1,014,902 8,808,824 3,753,629 1,078,530 16,784,414 6,128,419 1,624,132 1,119,404 10,798,144 3,222,937 2,308,996 7,604,860 525,466 53,207,758 6,736,476 467,973 51,315,409 7,238,587 500,159 50,645,115 6,412,027 445,434 48,843,907 1,309,116 1,774,255 2,606,322 2,697,054 4,606,139 661,624 1,416,526 68,278,794 1,311,068 985,117 1,053,756 1,854,902 6,012,371 460,924 1,065,461 64,059,008 1,246,065 1,688,802 2,480,794 2,567,156 4,384,294 629,758 1,348,302 64,990,286 1,247,923 937,671 1,003,004 1,765,564 5,722,797 438,725 1,014,146 60,973,737 Samsung Electronics 2014 Interim Business Report 118 / 152 INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (In millions of Korean won, in thousands of U.S dollars (refer to XI.-28)) September 30, 2014 KRW December 31, 2013 KRW September 30, 2014 USD December 31, 2013 USD Equity attributable to owners of the parent Preferred stock Common stock Share premium Retained earnings Other components of equity 119,467 778,047 4,403,893 164,244,856 (11,829,111) 119,467 778,047 4,403,893 148,600,282 (9,459,073) 113,713 740,574 4,191,789 156,334,338 (11,259,387) 113,713 740,574 4,191,789 141,443,253 (9,003,496) Non-controlling interests Total equity 5,750,543 163,467,695 5,573,394 150,016,010 5,473,580 155,594,607 5,304,963 142,790,796 Total liabilities and equity 231,746,489 214,075,018 220,584,893 203,764,533 Samsung Electronics 2014 Interim Business Report 119 / 152 INTERIM CONSOLIDATED STATEMENTS OF INCOME (In millions of Korean won, in thousands of U.S dollars (refer to XI.-28)) For the nine-months ended September 30, For the three-months ended September 30, 2014 KRW 2013 KRW 2014 USD 2013 USD 2014 KRW 2013 KRW 2014 USD 2013 USD Revenue Cost of sales 47,447,310 30,711,398 59,083,499 35,527,620 45,162,107 29,232,246 56,237,863 33,816,505 153,475,865 94,432,732 169,416,042 101,248,394 146,084,014 89,884,572 161,256,465 96,371,972 Gross profit Selling, general and administrative expenses Operating profit Other non-operating income Other non-operating expense Share of profit of associates and joint ventures Finance income Finance expense Profit before income tax Income tax expense Profit for the period Profit attributable to owners of the parent Profit attributable to non-controlling interests Earnings per share for profit attributable to the owners of the parent (in Korean Won, in US dollars) - Basic - Diluted 16,735,912 23,555,879 15,929,861 22,421,358 59,043,133 68,167,648 56,199,442 64,884,493 12,675,390 4,060,522 828,296 286,460 13,392,285 10,163,594 419,495 449,455 12,064,906 3,864,955 788,403 272,663 12,747,273 9,674,085 399,291 427,808 39,306,489 19,736,644 3,327,828 1,572,572 39,693,913 28,473,735 996,647 1,037,977 37,413,373 18,786,069 3,167,550 1,496,832 37,782,137 27,102,356 948,646 987,985 2,076 1,682,596 1,440,159 4,846,871 624,526 4,222,345 4,135,422 149,651 1,998,542 2,042,670 10,239,157 1,994,421 8,244,736 8,049,537 1,976 1,601,557 1,370,797 4,613,431 594,447 4,018,984 3,936,248 142,443 1,902,286 1,944,288 9,746,009 1,898,364 7,847,645 7,661,848 96,217 5,369,692 4,676,862 22,280,947 4,233,380 18,047,567 17,796,608 539,902 6,257,206 6,117,091 29,112,422 5,938,934 23,173,488 22,601,471 91,583 5,111,072 4,451,611 21,207,831 4,029,488 17,178,343 16,939,471 513,899 5,955,840 5,822,474 27,710,282 5,652,898 22,057,384 21,512,917 86,923 195,199 82,736 185,797 250,959 572,017 238,872 544,467 27,419 27,418 53,401 53,384 26.10 26.10 50.83 50.81 118,009 118,000 149,948 149,891 112.33 112.32 142.73 142.67 Samsung Electronics 2014 Interim Business Report 120 / 152 INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions of Korean won, in thousands of U.S dollars (refer to XI.-28)) For the three-months ended September 30, Profit for the period Other comprehensive income Items not to be reclassified subsequently to profit or loss : Remeasurement of the net defined benefit liabilities, net of tax Items to be reclassified subsequently to profit or loss : Changes in value of available-for-sale financial assets, net of tax Share of other comprehensive income (loss) of associates and joint ventures, net of tax Foreign currency translation, net of tax Other comprehensive income (loss) for the period, net of tax Total consolidated comprehensive income for the period Consolidated comprehensive income attributable to : Owners of the parent Non-controlling interests 2014 USD For the nine-months ended September 30, 2014 KRW 2013 KRW 2013 USD 2014 KRW 2013 KRW 2014 USD 4,222,345 8,244,736 4,018,984 7,847,645 18,047,567 23,173,488 17,178,343 22,057,384 (15,366) (786) (14,626) (748) (35,973) (17,777) (34,240) (16,921) (292,853) 200,941 (278,748) 191,263 (562,797) 1,039,847 (535,691) 989,765 22,408 112,396 (10,392) (2,293,074) 21,329 106,983 (9,891) (2,182,633) (61,509) (1,792,533) (9,003) (320,166) (58,547) (1,706,199) (8,569) (304,746) (173,415) (2,103,311) (165,062) (2,002,009) (2,452,812) 692,901 (2,334,677) 659,529 4,048,930 6,141,425 3,853,922 5,845,636 15,594,755 23,866,389 14,843,666 22,716,913 3,977,392 71,538 6,023,479 117,946 3,785,829 68,093 5,733,370 112,266 15,400,519 194,236 23,293,031 573,358 14,658,785 184,881 22,171,170 545,743 Samsung Electronics 2014 Interim Business Report 2013 USD 121 / 152 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In millions of Korean won) 2013 KRW Balance as of January 1, 2013 Profit for the period Changes in value of available-for-sale financial assets, net of tax Share of other comprehensive income of associates and joint ventures, net of tax Foreign currency translation, net of tax Remeasurement of net defined benefit liabilities, net of tax Preferred stock Common stock Other components of equity Share premium Equity attributable to owners of the parent Retained earnings Noncontrolling interests Total 119,467 - 778,047 - 4,403,893 - (8,193,044) - 119,985,689 22,601,471 117,094,052 22,601,471 4,386,154 572,017 121,480,206 23,173,488 - - - 1,038,661 - 1,038,661 1,186 1,039,847 - - - (8,833) - (8,833) (170) (9,003) - - - (320,514) - (320,514) 348 (320,166) - - - (17,754) - (17,754) (23) (17,777) Total comprehensive income - - - 691,560 22,601,471 23,293,031 573,358 23,866,389 Dividends Capital transaction under common control Effect of business combination Disposal of treasury stock Stock option activities Others Total transactions with owners - - - - (1,206,622) (1,206,622) (7,985) (1,214,607) - - - 1,688 22,685 (6,489) 541 18,425 (1,206,622) 1,688 22,685 (6,489) 541 (1,188,197) 287,641 894 (145) 280,405 289,329 894 22,685 (6,489) 396 (907,792) 119,467 778,047 4,403,893 (7,483,059) 141,380,538 139,198,886 5,239,917 144,438,803 Balance as of September 30, 2013 Samsung Electronics 2014 Interim Business Report 122 / 152 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands of US dollars (refer to XI.-28)) 2013 USD Balance as of January 1, 2013 Profit for the period Changes in value of available-for-sale financial assets, net of tax Share of other comprehensive income of associates and joint ventures, net of tax Foreign currency translation, net of tax Remeasurement of net defined benefit liabilities, net of tax Preferred stock Common stock Other components of equity Share premium Equity attributable to owners of the parent Retained earnings Noncontrolling interests Total 113,713 - 740,574 - 4,191,789 - (7,798,443) - 114,206,824 21,512,917 111,454,457 21,512,917 4,174,903 544,467 115,629,360 22,057,384 - - - 988,636 - 988,636 1,129 989,765 - - - (8,408) (305,077) - (8,408) (305,077) (161) 331 (8,569) (304,746) - - - (16,899) - (16,899) (22) (16,921) Total comprehensive income - - - 658,252 21,512,917 22,171,169 545,744 22,716,913 Dividends Capital transaction under common control Effect of business combination Disposal of treasury stock Stock option activities Others Total transactions with owners - - - - (1,148,508) (1,148,508) (7,600) (1,156,108) - - - 1,607 - 21,592 (6,176) 515 17,538 (1,148,508) 1,607 21,592 (6,176) 515 (1,130,970) 273,787 851 (138) 266,900 275,394 851 21,592 (6,176) 377 (864,070) 113,713 740,574 4,191,789 (7,122,653) 134,571,233 132,494,656 4,987,547 137,482,203 Balance as of September 30, 2013 Samsung Electronics 2014 Interim Business Report 123 / 152 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In millions of Korean won) 2014 KRW Balance as of January 1, 2014 Profit for the period Changes in value of available-for-sale financial assets, net of tax Share of other comprehensive income of associates and joint ventures, net of tax Foreign currency translation, net of tax Remeasurement of net defined benefit liabilities, net of tax Preferred stock Common stock Other components of equity Share premium Equity attributable to owners of the parent Retained earnings Noncontrolling interests Total 119,467 - 778,047 - 4,403,893 - (9,459,073) - 148,600,282 17,796,608 144,442,616 17,796,608 5,573,394 250,959 150,016,010 18,047,567 - - - (586,312) - (586,312) 23,515 (562,797) - - - (61,138) (1,710,595) - (61,138) (1,710,595) (371) (81,938) (61,509) (1,792,533) - - - (38,044) - (38,044) 2,071 (35,973) Total comprehensive income - - - (2,396,089) 17,796,608 15,400,519 194,236 15,594,755 Dividends Capital transaction under common control Effect of business combination Disposal of treasury stock Stock option activities Others Total transactions with owners - - - - (2,157,011) (2,157,011) (16,312) (2,173,323) - - - (158) 32,763 (9,436) 2,882 26,051 4,977 (2,152,034) (158) 32,763 (9,436) 7,859 (2,125,983) (549) 378 (604) (17,087) (707) 378 32,763 (9,436) 7,255 (2,143,070) 119,467 778,047 4,403,893 (11,829,111) 164,244,856 157,717,152 5,750,543 163,467,695 Balance as of September 30, 2014 Samsung Electronics 2014 Interim Business Report 124 / 152 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands of US dollars (refer to XI.-28)) 2014 USD Balance as of January 1, 2014 Profit for the period Changes in value of available-for-sale financial assets, net of tax Share of other comprehensive income of associates and joint ventures, net of tax Foreign currency translation, net of tax Remeasurement of net defined benefit liabilities, net of tax Preferred stock Common stock Other components of equity Share premium Equity attributable to owners of the parent Retained earnings Noncontrolling interests Total 113,713 - 740,574 - 4,191,789 - (9,003,496) - 141,443,253 16,939,471 137,485,833 16,939,471 5,304,963 238,872 142,790,796 17,178,343 - - - (558,073) - (558,073) 22,382 (535,691) - - - (58,193) (1,628,208) - (58,193) (1,628,208) (354) (77,991) (58,547) (1,706,199) - - - (36,212) - (36,212) 1,972 (34,240) Total comprehensive income - - - (2,280,686) 16,939,471 14,658,785 184,881 14,843,666 Dividends Capital transaction under common control Effect of business combination Disposal of treasury stock Stock option activities Others Total transactions with owners - - - - (2,053,123) (2,053,123) (15,526) (2,068,649) - - - (150) 31,185 (8,982) 2,743 24,796 4,737 (2,048,386) (150) 31,185 (8,982) 7,480 (2,023,590) (523) 360 (574) (16,263) (673) 360 31,185 (8,982) 6,906 (2,039,853) 113,713 740,574 4,191,789 (11,259,386) 156,334,338 150,121,028 5,473,581 155,594,609 Balance as of September 30, 2014 Samsung Electronics 2014 Interim Business Report 125 / 152 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions of Korean won, in thousands of U.S dollars (refer to XI.-28)) Cash flows from operating activities 2014 2013 2014 2013 KRW KRW USD USD Profit for the period 18,047,567 23,173,488 17,178,343 22,057,384 Adjustments 16,303,949 18,253,468 15,518,703 17,374,327 638,514 (16,355) 607,761 (15,567) 34,990,030 41,410,601 33,304,807 39,416,144 Interest received 1,118,831 699,644 1,064,945 665,947 Interest paid (341,456) (332,175) (325,010) (316,176) Dividend received 1,459,641 281,939 1,389,340 268,360 (5,657,246) (5,627,868) (5,384,777) (5,356,814) 31,569,800 36,432,141 30,049,305 34,677,461 (6,524,466) (16,502,340) (6,210,228) (15,707,539) (784,666) 25,923 (746,874) 24,674 151,548 30,411 144,249 28,946 (5,940,674) (326,961) (5,654,554) (311,214) 2,014,430 240 1,917,409 228 (653,567) (37,534) (622,089) (35,726) 267,969 266,214 255,063 253,392 (14,478,346) (15,077,203) (13,781,026) (14,351,040) 7,865 994 7,486 946 (951,358) (651,853) (905,538) (620,458) (176,625) (167,155) (168,118) (159,104) (2,951,180) (1,599,723) (2,809,043) (1,522,674) (30,019,070) (34,038,987) (28,573,263) (32,399,569) Changes in assets and liabilities arising from operating activities Cash flows from operating activities Income tax paid Net cash generated from operating activities Cash flows from investing activities Net increase in short-term financial instruments Net decrease (increase) in short-term available-for-sale financial assets Proceeds from disposal of long-term available-for-sale financial assets Acquisition of long-term available-forsale financial assets Proceeds from disposal of associates and joint ventures Acquisition of associates and joint ventures Disposal of property and equipment Purchases of property and equipment Disposal of intangible assets Purchases of intangible assets Cash outflows from business combination Others Net cash used in investing activities Samsung Electronics 2014 Interim Business Report 126 / 152 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions of Korean won, in thousands of U.S dollars (refer to XI.-28)) For the nine-months ended September 30, Notes Cash flows from financing activities Net increase(decrease) in short-term borrowings Disposal of treasury stock Proceeds from long-term borrowings and debentures Repayment of long-term borrowings and debentures Payment of dividends Net increase(decrease) in non-controlling interests Net cash generated(used) in financing activities 2014 2013 2014 2013 KRW KRW USD USD 3,474,181 27,582 (1,509,323) 18,284 3,306,854 26,254 (1,436,630) 17,403 1,739,653 26,672 1,655,866 25,387 (2,177,556) (2,162,416) (1,336,214) (1,215,583) (2,072,678) (2,058,268) (1,271,858) (1,157,037) (760) 282,016 (724) 268,435 900,684 (3,734,148) 857,304 (3,554,300) (732,131) 64,298 (696,869) 61,201 1,719,283 (1,276,696) 1,636,477 (1,215,207) Beginning of the period 16,284,780 18,791,460 15,500,457 17,886,408 End of the period 18,004,063 17,514,764 17,136,934 16,671,201 Effect of exchange rate changes on cash and cash equivalents Net increase(decrease) in cash and cash equivalents Cash and cash equivalents Samsung Electronics 2014 Interim Business Report 127 / 152 1. Allowance for bad debt The allowances for bad debts over the past 3 years are as follows: Bad debt allowance by account (Unit: KRW million, %) Period September 30 2014 2013 2012 Account Receivables Amount Allowance Amount Allowance (%) Trade receivables Short-term loans Other receivables Advances 24,353,730 4,837 2,527,675 1,608,996 284,220 73 12,706 3,579 1.2% 1.5% 0.5% 0.2% Trade receivables (Long-term) 34,636 308 0.9% Other receivables (Long-term) 29,292 79 0.3% Advances (Long-term) 201,674 793 0.4% Long-term loans 154,563 1,287 0.8% Total 28,915,403 303,045 1.0% Trade receivables Short-term loans Other receivables Advances 25,256,002 33,382 2,907,221 1,932,530 267,470 271 19,819 4,342 1.1% 0.8% 0.7% 0.2% Trade receivables (Long-term) 36,229 205 0.6% Other receivables (Long-term) 24,384 227 0.9% Advances (Long-term) 76,429 792 1.0% Long-term loans 152,005 36,727 24.2% Total 30,418,182 329,853 1.1% Trade receivables Short-term loans Other receivables Advances 24,138,022 60,843 2,815,696 1,676,804 276,787 675 2,335 2,376 1.1% 1.1% 0.1% 0.1% Trade receivables (Long-term) 30,405 - 0.0% Other receivables (Long-term) 18,491 260 1.4% Advances (Long-term) 85,843 793 0.9% Long-term loans 166,689 643 0.4% 28,992,793 283,869 1.0% Total ※ Receivables amount is based on net present value (Consolidated) ※ Presented in accordance with Korean International Financial Reporting Standards (“K-IFRS”) Samsung Electronics 2014 Interim Business Report 128 / 152 Allowance for Bad Debt (Roll Forward) (Unit: KRW million) September 30, 2014 2013 2012 1. Allowance for bad debts (beginning balance) 329,853 283,869 259,161 50,081 17,833 53,433 51,160 20,393 55,592 1,079 2,560 2,159 - - - 23,273 63,817 78,141 303,045 329,853 283,869 2. Net Bad Debt Expense (①-②±③) ① Bad Debt Expense (Write-off) ② Bad Debt Recovered ③ Others 3. Bad debts expense 4. Allowance for bad debts (Ending balance) ※ Based on consolidated financial statements. Samsung Electronics 2014 Interim Business Report 129 / 152 A. The guideline for Bad Debts Allowances (1) Calculation of Bad Debts Allowances Bad Debts are calculated based on write-off experiences and future expected bad debts. (2) Calculation method for write-off experience rate: Experience rate of write-off: the actual write-off rate for the average receivables balance of previous three (3) years Future expected bad debts: Cases of debtor bankruptcy, compulsory execution, death, or disappearance are reflected in the bad debt allowance, ranging from 1% ~ 100% of the balance of trade-other receivable [Bad Debt Allowance] Situation Rate of allowance Dispute or Conflict 25% Receivable through utilization of third party collection agency 50% Receivable under litigation 75% Customer filed or in the process of filing bankruptcy 100% (3) Instruction: Write-off is recorded when trade receivables contain the following characteristics: ㆍ Objective proof of bad debts, such as bankruptcy, compulsory execution, discontinuance of business, debtor’s death or disappearance ㆍ Legal action has failed or the right of collection is extinguished. ㆍ When the collection agency gives as notice that collection is not possible. ㆍ When the collateral is sold or insurance is received. ㆍ The collection expenses exceed the amount of receivables. B. The outstanding period of trade receivables (Unit: KRW million) Less than 6 months 6 months ~ 1 year 1 year ~ 3 years More than 3 years Total 24,297,380 9,139 58,704 23,143 24,388,366 Ratio 99.6% 0.1% 0.2% 0.1% 100.0% * Receivables amount on net present value (consolidated) Amount Samsung Electronics 2014 Interim Business Report 130 / 152 2. Inventory - The inventory status by division over the last three years is as follows: (Unit: KRW million) Division Category CE IM SemiConductor DP DS Total Total 2013 2012 Note Finished Goods 2,164,815 1,927,784 1,868,910 Work in Process 103,520 73,876 72,375 Raw Material 1,741,768 1,435,023 1,468,295 Material in Transit 2,114,252 1,689,040 1,634,797 Total 6,124,355 5,125,723 5,044,377 Finished Goods 1,847,565 2,896,647 3,113,848 Work in Process 313,102 333,109 305,543 Raw Material 3,288,109 3,363,195 2,736,050 Material in Transit 1,044,283 1,026,147 895,088 Total 6,493,059 7,619,098 7,050,529 Finished Goods 779,626 1,219,189 1,317,615 Work in Process 3,588,409 3,022,125 2,461,713 Raw Material 450,221 351,646 486,166 Material in Transit 81,965 89,670 83,312 4,900,221 4,682,630 4,348,806 Finished Goods 308,634 553,108 460,600 Work in Process 400,739 443,611 259,324 Raw Material 268,777 328,955 239,414 Material in Transit 42,164 4,988 63,721 Total 1,020,314 1,330,662 1,023,059 Finished Goods 1,118,621 1,810,852 1,797,309 Work in Process 4,177,931 3,663,346 2,852,724 Raw Material 767,852 726,455 775,434 Material in Transit 129,816 98,897 150,237 Total 6,194,220 6,299,550 5,575,704 Finished Goods 6,134,399 7,429,350 6,837,250 Work in Process 4,594,487 4,070,266 3,230,576 Raw Material 7,075,267 6,809,112 5,081,396 Material in Transit 1,068,557 826,140 2,598,191 Total 18,872,710 19,134,868 17,747,413 8.1% 8.9% 9.8% 6.6 7.5 7.6 Total DS September 30, 2014 Inventory Ratio (%) – Total Assets [Inventory ÷ Total Assets] Inventory Turn-over [ Yearly CGS ÷ {(Beginning of Inventory End of Inventory)÷2}] Samsung Electronics 2014 Interim Business Report 131 / 152 A. Inventory Counts (1) Inspection Date ㆍ End of May and end of November (twice a year) ㆍ Performed check of the existence of inventories included in an accounting books and records on the inspection date (2) Inspection Method ㆍ Internal warehouse: Closed & Total Inspection ※ Sample check in semiconductor and DP inventory, SVC materials ㆍ Outside warehouse Performed check of the possession confirmation documents and sample tests at third party warehouse and Inventory in transit ㆍ External auditors join and observe the inspection and carry out sample test to check the existence and completeness. B. Inventory Aging and Valuation Inventories are stated at the lower of cost or net realizable value. Inventory as at September 30, 2014 is as follows: (Unit : KRW million) Category Acquisition Cost Inventory Valuation Reserve Balance Finished Goods 6,274,274 139,875 6,134,399 Work In Process 4,841,325 246,838 4,594,487 Raw Material 7,307,399 232,132 7,075,267 Material In Transit 1,068,557 - 1,068,557 Total 19,491,555 618,845 18,872,710 Note ※ Prepared on a consolidated basis Samsung Electronics 2014 Interim Business Report 132 / 152 XI. Summary of Significant Accounting Policies 1. Basis of Presentation The interim consolidated financial statements for the six months ended June 30, 2014, have been prepared in accor dance with K-IFRS 1034, Interim Financial Reporting. These interim consolidated financial statements have been prepared in accordance with the K-IFRS standards and interpretations effective or early adopted at the reporting date. The Company applied the following amended and enacted standards for the annual period beginning on January 1, 2014: K-IFRS 1032, ‘Financial Instruments: Presentation’ The standard provides that the right to offset must not be contingent on a future event and must be legally enforceable in all of circumstances; and if an entity can settle amounts in a manner such that outcome is, in effect, equivalent to net settlement, the entity will meet the net settlement criterion. The adoption of this standard did not have a material impact on the consolidated financial statements. K- IFRIC Interpretations 2121, ‘Levies’ The interpretation requires that the liability to pay a levy is recognized when the activity that triggers the payment of the levy occurs, as identified by the legislation (the obligating event). The adoption of this interpretation did not have a material impact on the consolidated financial statements. 2. Consolidation The Company prepares interim consolidated financial statements in accordance with K-IFRS 1110, ‘Consolidated Financial Statements’ A. Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the Company has control. The Company controls the corresponding investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Consolidation of a subsidiary begins from the date the Company obtains control of a subsidiary and ceases when the Company loses control of the subsidiary. The Company applies the acquisition method to account for business combinations. The consideration transferred is measured at the fair values of the assets transferred, and identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis in the event of liquidation at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. Goodwill is recognized as the excess of (1) the aggregate of i) the consideration transferred, ii) the amount of any noncontrolling interest in the acquiree and iii) the acquisition-date fair value of the Company’s previously held equity interest in the acquiree over (2) the net identifiable assets acquired. If the aggregate amount in (1) is less than the fair value of the acquiree’s net assets in (2), the difference is recognized in profit or loss. Samsung Electronics 2014 Interim Business Report 133 / 152 Balances of receivables and payables, income and expenses and unrealized gains on transactions between the Company subsidiaries are eliminated. Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Company. B. Changes in ownership interests in subsidiaries without change of control Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals of non-controlling interests are also recorded in equity. C. Disposal of subsidiaries If the Company loses control of a subsidiary, any investment continuously retained in the subsidiary is re-measured at its fair value at the date when control is lost and any resulting differences are recognized in profit or loss. Such fair value becomes the initial carrying amount for the subsequent measurement of the retained interest accounted for as an associate, joint venture, or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of such entity are accounted for as if the Company had directly disposed of the related assets or liabilities. D. Non-controlling interests Each component of profit or loss and other comprehensive income is attributed to owners of the parent and to noncontrolling interests. Total comprehensive income is attributed to owners of the parent and to non-controlling interests even if this results in a negative balance of non-controlling interests E. Associates Associates are all entities over which the Company has significant influence, generally investees of which from 20% to 50% of voting stock is owned by the Company. Investments in associates are initially recognized at acquisition cost using the equity method. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. If there is any objective evidence that the investment in the associate is impaired, the Company recognizes the difference between the recoverable amount of the associate and its book value as impairment loss. F. Joint arrangements A joint arrangement of which two or more parties have joint control is classified as either a joint operation or a joint venture. A joint operator has rights to the assets, and obligations for the liabilities, relating to the joint operation and recognizes the assets, liabilities, revenues and expenses relating to its interest in a joint operation. A joint venturer has rights to the net assets relating to the joint venture and accounts for that investment using the equity method. Samsung Electronics 2014 Interim Business Report 134 / 152 3. Foreign Currency Translation A. Functional and presentation currency Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which each entity operates (the “functional currency”). The consolidated financial statements are presented in Korean won, which is the parent company’s functional and presentation currency. B. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. Exchange differences arising on non-monetary financial assets and liabilities such as equity instruments at fair value through profit or loss and available-for-sale equity instruments are recognized in profit or loss and included in other comprehensive income, respectively, as part of the fair value gain or loss. C. Translation into the presentation currency The results and financial position of all the foreign entities that have a functional currency different from the presentation currency of the Company are translated into the presentation currency as follows: Assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting date. Income and expenses for each statement of income are translated at average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions. All resulting exchange differences are recognized in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign operations are recognized in other comprehensive income. When a foreign operation is partially disposed of or sold, the exchange differences that were recorded in equity are reclassified as part of gains and losses on disposition in the statement of income. When the Company loses control over foreign subsidiaries, the exchange differences that were recorded in equity are reclassified into profit or loss when such gain or loss on disposition is recognized. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments are treated as the foreign operation’s assets and liabilities. Such goodwill is expressed in the foreign operation’s functional currency and is translated at the closing rate. Exchange differences are recognized in other comprehensive income. Samsung Electronics 2014 Interim Business Report 135 / 152 4. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. 5. Financial Assets A. Classification The Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets, and held-to-maturity financial assets. The classification depends on the terms of the instruments and purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (1) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives not subject to hedge accounting and derivatives separated from financial instruments such as embedded derivatives are also categorized as held for trading. Assets in this category are classified as current assets. (2) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the end of the reporting period which are classified as non-current assets. (3) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless an investment matures or management intends to dispose of it within 12 months of the end of the reporting period. B. Recognition and measurement Regular purchases and sales of financial assets are recognized on the trade date. At initial recognition, financial assets are measured at fair value plus, in the case of financial assets not carried at fair value through profit or loss, transaction costs. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the statement of income. After the initial recognition, available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are subsequently carried at amortized cost using the effective interest method. Samsung Electronics 2014 Interim Business Report 136 / 152 Changes in fair value of financial assets at fair value through profit or loss are recognized in profit or loss and changes in fair value of available-for-sale financial assets are recognized in other comprehensive income. When the available-for-sale financial assets are sold or impaired, the fair value adjustments recorded in equity are reclassified into profit or loss. Interest on available-for-sale financial assets and held-to-maturity financial assets calculated using the effective interest method is recognized in the statement of income as part of finance income. Dividends on available-for-sale financial assets are recognized in the statement of income as part of other non-operating income when the Company’s right to receive payments is established. C. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. D. De-recognition of financial assets If the Company transfers a financial asset and the transfer does not result in derecognition because the Company has retained substantially of all the risks and rewards of ownership of the transferred asset due to a recourse in the event the debtor defaults, the Company continues to recognize the transferred asset in its entirety and recognizes a financial liability for the consideration received. The related financial liability is classified as ‘borrowings’ in the statement of financial position. 6. Impairment of Financial Assets The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment loss is recognized only if there is objective evidence and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Impairment of loans and receivables is presented as a deduction in an allowance account. Impairment of other financial assets is directly deducted from their carrying amount. The Company writes off financial assets when the assets are determined to be no longer recoverable. The objective evidence that a financial asset is impaired includes significant financial difficulty of the issuer or obligor; a delinquency in interest or principal payments; or the disappearance of an active market for that financial asset because of financial difficulties. A decline in the fair value of an available-for-sale equity instrument by more than 20% from its cost or a prolonged decline below its cost for more than six months is also objective evidence of impairment. 7. Trade Receivables Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the Company if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. Samsung Electronics 2014 Interim Business Report 137 / 152 8. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the average cost method, except for materials in transit. The cost of finished goods and work in progress comprises design costs, raw materials, direct labor, other direct costs and related production overheads (based on normal operating capacity). It excludes costs of idle plant and abnormal waste. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Inventories are reduced for the estimated losses arising from excess, obsolescence, and decline in value. This reduction is determined by estimating market value based on future customer demand. The losses on inventory obsolescence are recorded as a part of cost of sales. 9. Disposal Group Held-for-Sale Non-current assets (or disposal group) are classified as assets held-for-sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. The assets are measured at the lower amount between their carrying amount and the fair value less costs to sell. 10. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of those parts that are replaced is derecognized and repairs and maintenance expenses are recognized in profit or loss in the period they are incurred. Depreciation on tangible assets is calculated using the straight-line method to allocate the difference between their cost and their residual values over their estimated useful lives. Land is not depreciated. Costs that are directly attributable to the acquisition, construction or production of a qualifying asset, including capitalized interest costs, form part of the cost of that asset and are amortized over the estimated useful lives. The Company’s policy is that property, plant and equipment should be depreciated over the following estimated useful lives: Buildings and structures Machinery and equipment Other Estimated useful lives 15, 30 years 5 years 5 years The depreciation method, residual values and useful lives of property, plant and equipment are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within the statement of income as part of other non-operating income and expenses. Samsung Electronics 2014 Interim Business Report 138 / 152 1. Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary, associates, joint ventures and businesses at the date of acquisition. Goodwill on acquisitions of subsidiaries and businesses is included in intangible assets and goodwill on acquisition of associates and joint ventures are included in the investments in associates and joint ventures. Intangible assets, except for goodwill, are initially recognized at their historical cost and carried at cost less accumulated amortization and accumulated impairment losses. Internally generated development costs are the aggregate costs recognized after meeting the asset recognition criteria, including technical feasibility, and determined to have future economic benefits. Membership rights are regarded as intangible assets with indefinite useful life and not amortized because there is no foreseeable limit to the period over which the assets are expected to be utilized. Intangible assets with definite useful life such as trademarks and licenses are amortized using the straight-line method over their estimated useful lives. The Company’s policy is that intangible assets should be amortized over the following estimated useful lives: Development costs Trademarks, licenses and other intangible assets Estimated useful lives 2 years 5 - 10 years 12. Impairment of Non-Financial Assets Goodwill or intangible assets with indefinite useful life are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. 13. Financial Liabilities A. Classification and measurement Financial liabilities at fair value through profit or loss are financial instruments held for trading. Financial liabilities are classified in this category if incurred principally for the purpose of repurchasing them in the near term. Derivatives that are not designated as hedges or bifurcated from financial instruments containing embedded derivatives are also categorized as held-for-trading. The Company classifies non-derivative financial liabilities, except for financial liabilities at fair value through profit or loss, financial guarantee contracts and financial liabilities that arise when a transfer of financial assets does not qualify for derecognition, as financial liabilities carried at amortized cost and presented as ‘trade payables’, ‘borrowings’, and ‘other financial liabilities’ in the statement of financial position. Samsung Electronics 2014 Interim Business Report 139 / 152 B. De-recognition Financial liabilities are removed from the statement of financial position when it is extinguished, for example, when the obligation specified in the contract is discharged, cancelled or expired or when the terms of an existing financial liability are substantially modified. 14. Trade Payables Trade payables are amounts due to suppliers for merchandise purchased or services received in the ordinary course of business. If payment is expected in one year or less (or in the normal operating cycle of the Company if longer), they are classified as current liabilities. If not, they are presented as non-current liabilities. Non-current trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. 15. Borrowings Borrowings are recognized initially at fair value, net of transaction costs and are subsequently measured at amortized cost. Any difference between cost and the redemption value is recognized in the statement of income over the period of the borrowings using the effective interest method. If the Company has an indefinite right to defer payment for a period longer than 12 months after the end of the reporting date, such liabilities are recorded as non-current liabilities, otherwise, they are recorded as current liabilities. 16. Provisions A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are not recognized for future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. When it is probable that an outflow of economic benefits will occur due to a present obligation resulting from a past event, and the amount is reasonably estimable, a corresponding provision is recognized in the financial statements. However, when such outflow is dependent upon a future event, that is not certain to occur, or cannot be reliably estimated, a disclosure regarding the contingent liability is made in the notes to the financial statements. 17. Net Defined Benefit Liabilities The Company has a variety of retirement pension plans including defined benefit or defined contribution plans. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. For defined contribution plans, the Company pays contributions to annuity plans that are managed either publicly or privately on a mandatory, contractual or voluntary basis. The Company has no further future payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. Samsung Electronics 2014 Interim Business Report 140 / 152 A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the statement of financial position in respect to defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligation. Actuarial gains and losses resulting from the changes in actuarial assumptions, and the differences between the previous actuarial assumptions and what has actually occurred, are recognized in other comprehensive income in the period in which they were incurred. Past service costs are immediately recognized in profit or loss. 18. Financial Guarantee Contract Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due. Financial guarantees are initially recognized in the financial statements at fair value on the date the guarantee was given. If the amount measured in subsequent periods exceeds the unamortized balance of the amount initially recognized, the excess is classified as other financial liability. 19. Current and Deferred Tax The tax expense for the period comprises current and deferred tax. Tax is recognized on the profit for the period in the statement of income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case the tax is also recognized in other comprehensive income or directly in equity, respectively. The tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Deferred tax is recognized for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts as expected tax consequences at the recovery or settlement of the carrying amounts of the assets and liabilities. However, deferred tax assets and liabilities are not recognized if they arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. A deferred tax liability is recognized for taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future. In addition, a deferred tax asset is recognized for deductible temporary differences arising from such investments to the extent that it is probable the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Samsung Electronics 2014 Interim Business Report 141 / 152 20. Derivative Instruments All derivative instruments are accounted for at fair value with the resulting valuation gain or loss recorded as an asset or liability. If the derivative instrument is not designated as a hedging instrument, the gain or loss is recognized in the statement of income in the period of change. Fair value hedge accounting is applied to a derivative instrument with the purpose of hedging the exposure to changes in the fair value of an asset or a liability or a firm commitment (hedged item) that is attributable to a particular risk. Hedge accounting is applied when the derivative instrument is designated as a hedging instrument and the hedge accounting criteria have been met. 21. Dividend Distribution Dividend distribution to the Company’s shareholders is recognized when the dividends are approved. 22. Share Capital Common shares and preferred shares with no repayment obligations are classified as equity. When the Company purchases its common shares, the acquisition costs including direct transaction costs are deducted from equity until the redemption or reissuance of treasury shares. Consideration received on the subsequent sale or issue of treasury shares is credited to equity. 23. Revenue Recognition Revenue mainly comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company’s activities. Revenue is shown net of value-added tax, returns, sales incentives and discounts and after eliminating intercompany transactions. The Company recognizes revenue when specific recognition criteria have been met for each of the Company’s activities as described below. The Company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Where multiple-element arrangements exist, the fair values of each element are determined based on the current market price of each of the elements when sold separately. When the fair values of each element are indeterminable, the fair values of deliverables which have already been provided are calculated in such way that the fair values of elements, which are yet to be provided, are subtracted from total contract value of the arrangement. A. Sales of goods Sales of products and merchandise are recognized upon delivery when the significant risks and rewards of ownership of goods have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. The Company records reductions to revenue for special pricing arrangements, price protection and other volume based discounts. If product sales are subject to customer acceptance, revenue is not recognized until customer acceptance occurs. Samsung Electronics 2014 Interim Business Report 142 / 152 B. Sales of services Revenues from rendering services are generally recognized using the percentage-of-completion method, based on the percentage of costs to date compared to the total estimated costs, contractual milestones or performance. C. Other sources of revenue Interest income is recognized using the effective interest method. When a loan and receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Royalty income is recognized on an accruals basis in accordance with the substance of the relevant agreements. Dividend income is recognized when the right to receive payment is established. 24. Government Grants Government grants are recognized at their fair values when there is reasonable assurance that the grant will be received and the Group will comply with the conditions attaching to it. Government grants related to assets are presented by deducting the grants in arriving at the carrying amount of the assets, and grants related to income are deferred and presented by deducting the related expenses for the purpose of the government grants. 25. Earnings per Share Basic earnings per share is calculated by dividing net profit for the period available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding adjusted to include the potentially dilutive effect of common equivalent shares outstanding. 26. Reportable Segments Reportable segments are disclosed in the manner reported to the chief operating decision-maker (please see footnote 33). The chief operating decision-maker is responsible for making strategic decisions on resource allocation and performance assessment of the reportable segments. The management committee which makes strategic decisions is regarded as the chief operating decision-maker. 27. Approval of the Consolidated Financial Statements These consolidated financial statements were approved by the Board of Directors on 30 October 2014. 28. Convenience Translation into United States Dollar Amounts The Company operates primarily in Korean won and its official accounting records are maintained in Korean won. The US dollar amounts provided in the financial statements represent supplementary information solely for the convenience of the reader. All Korean won amounts are expressed in US dollars at the rate of KRW 1,014.40 to USD 1, the exchange rate in effect on 30 June 2014. Such presentation is not in accordance with generally accepted accounting principles, and should not be construed as a representation that the Korean won amounts shown could be readily converted, realized or settled in US dollars at this or at any other rate. Samsung Electronics 2014 Interim Business Report 143 / 152 [Critical Accounting Estimates and Assumptions] The Company makes estimates and assumptions concerning the future. The estimates and assumptions are continuously assessed, considering historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (1) Revenue recognition The Company uses the percentage-of-completion method in accounting for its fixed-price contracts to deliver installation services. Use of the percentage-of-completion method requires the Company to estimate the services performed to date as a proportion of the total services to be performed. Revenues and earnings are subject to significant change, effected by early steps in a long-term projects, change in scope of a project, cost, period, and plans of the customers. (2) Provision for warranty The Company recognizes provision for warranty on products sold. The Company accrues provision for warranty based on the best estimate of amounts necessary to settle future and existing claims. The amounts are estimated based on historical data. (3) Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market is determined by using a variety of methods and assumptions that are mainly based on market conditions existing at the end of each reporting period. (4) Net defined benefit liabilities The net defined benefit liability depends on a number of factors that are determined on an actuarial basis using a number of assumptions. Any changes in these assumptions will impact the carrying amount of the net defined benefit liability. The Company, in consideration of the interest rates of high-quality corporate bonds, determines the appropriate discount rate at the end of each year. This is the interest rate that is used to determine the present value of estimated future cash outflows expected to be required to settle the net defined benefit liability. The principal actuarial assumptions associated with the net defined benefit liability are based on the current market expectations. (5) Estimated impairment of goodwill The Company tests at the end of each reporting period whether goodwill has suffered any impairment in accordance with the accounting policy described in Note 2.12. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations are based on estimates. (6) Income taxes Income taxes on the Company’s taxable income from operating activities are subject to various tax laws and determinations of each tax authority across various countries in the world. There is uncertainty in determining the eventual tax effects on the taxable income from operating activities. The Company has recognized current tax and deferred tax at the end of the fiscal year based on the best estimation of future taxes payable as a result of operating activities. However, the resulting deferred income tax assets and liabilities may not equal the actual future taxes payable and such difference may impact the current tax and deferred income tax assets and liabilities upon the determination of eventual tax effects. Samsung Electronics 2014 Interim Business Report 144 / 152 [Translation to International Financial Reporting Standards as adopted by the Republic of Korea from Generally Accepted Accounting Principle in the Republic of Korea] The Company adopted Korean IFRS from the fiscal year 2010 (the date of first-time adoption to Korean IFRS: 1 January 2010). The comparison year, 2009,is restated in accordance with Korean IFRS 1101, First-time adoption of international financial reporting standards (the date of transition to Korean IFRS: 1 January 2009). (1) Significant differences in accounting policies Significant differences between the accounting policies chosen by the Company under Korean IFRS and under previous Korean GAAP are as follows: (A) First time adoption of Korean IFRS a) Business combination: Past business combinations that occurred before the date of transition to Korean IFRS will not be retrospectively restated under Korean IFRS 1103, Business combinations. b) Fair value as deemed cost: The Company elects to measure certain land assets at fair value at the date of transition to Korean IFRS and use the fair value as its deemed cost. Valuations were made on the basis of recent market transactions on the arm's length terms by independent values. c) Cumulative translation differences: All cumulative translation gains and losses arising from foreign subsidiaries and associates as of the date of transition to Korean IFRS are reset to zero. d) Employee benefits: The Company elected to use the ‘corridor’ approach for actuarial gains and losses and all cumulative actuarial gains and losses have been recognized at the date of transition to Korean IFRS. (B) Employee benefits Employees and directors with at least one year of service are entitled to receive a lump-sum payment upon termination of their employment with SEC, its Korean subsidiaries and certain foreign subsidiaries, based on their length of service and rate of pay at the time of termination. Under the previous severance policy pursuant to Korean GAAP, Accrued severance benefits represented the amount which would be payable assuming all eligible employees and directors were to terminate their employment as of the end of the reporting period. However, under Korean IFRS, the liability is determined based on the present value of expected future payments calculated and reported using actuarial assumptions. (C) Capitalization of development costs Under Korean GAAP the Company recorded expenditures related to research and development activities as current expense. Under Korean IFRS if such costs related to development activities meet certain criteria they are recorded as intangible assets. (D) Goodwill or bargain purchase arising from business combinations Under Korean GAAP, the Company amortizes goodwill or recognizes a gain in relation to bargain purchase (negative goodwill1) acquired as a result of business combinations on a straight-line method over five years from the year of acquisition. Under Korean IFRS, goodwill is not amortized but reviewed for impairment annually. Bargain purchase is recognized immediately in the statement of income. The impact of this adjustment is included within “other” adjustment in the tables below. 1 Negative goodwill under Korean GAAP is referred to as bargain purchase under Korean IFRS Samsung Electronics 2014 Interim Business Report 145 / 152 (E) Derecognition of financial assets Under Korean GAAP, when the Company transferred a financial asset to financial institutions and it was determined that control over the asset has been transferred the Company derecognized the financial asset. Under Korean IFRS, if the Company retains substantially all the risks and rewards of ownership of the asset, the asset is not derecognized but instead the related cash proceeds are recognized as financial liabilities. (F) Deferred Tax Under Korean GAAP, deferred tax assets and liabilities were classified as either current or non-current based on the classification of their underlying assets and liabilities. If there are no corresponding assets or liabilities, deferred tax assets and liabilities were classified based on the periods the temporary differences were expected to reverse. Under Korean IFRS, deferred tax assets and liabilities are all classified as non-current on the statement of financial position. In addition, there is a difference between Korean IFRS and Korean GAAP in terms of recognition of deferred tax assets or liabilities relating to investments in subsidiaries. Under Korean GAAP there is specific criteria as to when deferred tax assets and liabilities relating to investments in subsidiaries should be recognized, whereas under Korean IFRS, the related deferred tax assets or liabilities are recognized according to sources of reversal of the temporary differences. (2) Changes in scope of consolidation At the date of transition, changes in the scope of consolidation as a result of adoption of Korean IFRS are as follows: Changes Description Newly added Under the former ‘Act on External Audit of Stock companies’ in the Republic of Korea, companies those whose total assets are less than 10 billion Korean Won were not subject to consideration, but they are subject to consolidation under Korean IFRS. Newly added Under Korean GAAP, a union is not regarded as a legal entity and excluded from scope of consolidation. However, it is subject to consolidation under Korean IFRS Excluded Under Korean GAAP, entities where the Company owns more than 30% of shares and is the largest shareholder with the largest voting rights were included in scope of consolidation. Under Korean IFRS, such entities are not subject to consolidation unless control over the entity is established. Name of Entity World Cyber Games, Samsung Electronics Football Club, SEMES America, Samsung Electronics Ukraine, Samsung Electronics Romania, Samsung Electronics Kazakhstan, Samsung Electronics Czech and Slovak s.r.o. Samsung Electronics Levant, Samsung Electronics European Holding, Batino Realty Corporation, Samsung Telecommunications Malaysia, Samsung Electronics Shenzhen, Samsung Electronics China R&D Center, Samsung Electronics Limited, Samsung Electronics Poland Manufacturing, Samsung Telecoms(UK) Samsung Venture Capital Union #6, #7 and #14 Samsung Card Samsung Electronics 2014 Interim Business Report 146 / 152 (3) The effects of the adoption of Korean IFRS on financial position, Comprehensive income and cash flows of the Company (A) Adjustments to the statement of financial position as of the date of transition, 1 January 2009. (Unit: KRW million) Korean GAAP Adjustments: Change in scope of consolidation Fair valuation of land(*) Derecognition of financial asset Capitalization of development costs Pension and compensated absence Deferred tax on investments in equity and reclassification to non-current Effect of the adoption of IFRS for jointly controlled entities and associates Other Tax-effect on adjustments Total Korean IFRS (*) The adjustment includes the effect of deferred tax Assets 105,300,650 Liabilities 42,376,696 Equity 62,923,954 (12,972,168) 3,816,293 1,807,675 200,478 (1,434,287) (10,649,400) 927,141 1,807,675 186,978 (1,332,886) (2,322,768) 2,889,152 200,478 (186,978) (101,401) 155,163 - 155,163 (95,064) (141) (8,522,051) 96,778,599 2,010 (9,058,482) 33,318,214 (95,064) (2,151) 536,431 63,460,385 (B) The effect of the adoption of Korean IFRS on financial position and comprehensive income of the Company as of and for the year ended 31 December 2009. (Unit: KRW million) Assets Korean GAAP 118,281,488 Adjustments: Change in scope of consolidation (10,120,256) Fair valuation of land(*) 3,804,404 Derecognition of financial asset 754,969 Capitalization of development costs 214,451 Pension and compensated absence Deferred tax on investments in equity (874,056) and reclassification to non-current Effect of the adoption of IFRS for 266,742 jointly controlled entities and associates Other (143,058) Tax-effect on adjustments (4,895) Total (6,101,699) Korean IFRS 112,179,789 (*) The adjustment includes the effect of deferred tax 45,227,196 73,054,292 Comprehensive income 9,700,671 (7,372,830) 924,525 754,969 153,357 (564,016) (2,747,426) 2,879,879 214,451 (153,357) (310,040) (489,504) (9,273) 13,973 33,621 (200,099) - 266,742 111,579 11,386 (6,092,609) 39,134,587 (143,058) (16,281) (9,090) 73,045,202 (47,994) (14,130) (601,827) 9,098,844 Liabilities Equity (C) Adjustments to the statement of cash flows for the year ended 31 December 2009 According to Korean IFRS 1007, Cash Flow Statements, cash flows from interest, dividends received and taxes on income shall each be disclosed separately. The comparison year, 2009, is restated in accordance with Korean IFRS. There are no other significant differences between cash flows under Korean IFRS and those under previous Korean GAAP for the year ended 31 December 2009. Samsung Electronics 2014 Interim Business Report 147 / 152 XII. Supplementary Information 1. Fair Value Evaluation Procedures A. Financial Assets (1) Classification The Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets, and held-to-maturity financial assets. The classification depends on the terms of the instruments and purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (A) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives not subject to hedge accounting and derivatives separated from financial instruments such as embedded derivatives are also categorized as held for trading. Assets in this category are classified as current assets. (B) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the end of the reporting period which are classified as non-current assets. (C) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless an investment matures or management intends to dispose of it within 12 months of the end of the reporting period B. Financial Liabilities (1) Classification and measurement Financial liabilities at fair value through profit or loss are financial instruments held for trading. Financial liabilities are classified in this category if incurred principally for the purpose of repurchasing them in the near term. Derivatives that are not designated as hedges or bifurcated from financial instruments containing embedded derivatives are also categorized as held-for-trading. The Company classifies non-derivative financial liabilities, except for financial liabilities at fair value through profit or loss, financial guarantee contracts and financial liabilities that arise when a transfer of financial assets does not qualify for derecognition, as financial liabilities carried at amortized cost and presented as ‘trade payables’, ‘borrowings’, and ‘other financial liabilities’ in the statement of financial position. Samsung Electronics 2014 Interim Business Report 148 / 152 (2) Derecognition Financial liabilities are removed from the statement of financial position when it is extinguished, for example, when the obligation specified in the contract is discharged, cancelled or expired or when the terms of an existing financial liability are substantially modified. C. Derivative Instruments All derivative instruments are accounted for at fair value with the resulting valuation gain or loss recorded as an asset or liability. If the derivative instrument is not designated as a hedging instrument, the gain or loss is recognized in the statement of income in the period of change. Fair value hedge accounting is applied to a derivative instrument with the purpose of hedging the exposure to changes in the fair value of an asset or a liability or a firm commitment (hedged item) that is attributable to a particular risk. Hedge accounting is applied when the derivative instrument is designated as a hedging instrument and the hedge accounting criteria have been met. D. Fair value estimation - Carrying amounts and fair values of financial instruments by category as of 30 September 2014 and 31 December 2013 are as follows: (Unit: KRW million) Classification September 30, 2014 Carrying amount December 31, 2013 Fair value Carrying amount Fair value Financial assets Cash and cash equivalents1 Short-term financial instruments1 Short-term available-for-sale financial assets 18,004,063 16,284,780 45,695,172 36,722,702 3,251,924 3,251,924 1,488,527 1,488,527 Trade and other receivables1 24,069,510 Long-term available-for-sale financial assets2 12,317,751 11,902,526 6,238,380 5,850,155 5,772,600 5,743,505 5,472,956 5,436,470 Other Total Financial assets 24,988,532 109,111,020 91,195,877 16,733,181 16,314,720 Short-term borrowings1 9,722,014 6,438,517 Debentures 1,309,116 1,333,728 1,311,068 1,327,569 Long-term borrowings 1,774,255 1,709,050 985,117 971,844 Long-term other payables 2,576,575 2,721,437 1,023,714 1,090,580 Other1 9,133,739 13,288,343 41,248,880 39,361,479 Financial liabilities Trade and other payables1 Total Financial liabilities Samsung Electronics 2014 Interim Business Report 149 / 152 1 2 Assets and liabilities whose carrying amount is a reasonable approximation of fair value are excluded from the fair value disclosures. Amount measured at cost (30 September 2014: ₩415,225 million, 31 December 2013: ₩388,225 million) is excluded as the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. The following table presents the assets and liabilities, by level, that are measured at fair value: As of September 30, 2014 (In millions of Korean won) Level 1 Level 2 Level 3 Total balance Derivatives Available-for-sale financial assets1 6,695,188 54,413 5,344,222 2,471 3,115,040 56,884 15,154,450 Total assets 6,695,188 5,398,635 3,117,511 15,211,334 Derivatives - 306,643 - 306,643 Total liabilities - 306,643 - 306,643 December 31, 2013 (In millions of Korean won) 1 Level 1 Level 2 Level 3 Total balance Derivatives Available-for-sale financial assets1 5,656,806 40,552 1,188,498 493,378 40,552 7,338,682 Total assets 5,656,806 1,229,050 493,378 7,379,234 Derivatives - 244,172 - 244,172 Total liabilities - 244,172 - 244,172 Amount measured at cost (September 30, 2014: ₩415,225 million, December 31, 2013: ₩388,225 million) is excluded as the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. The levels of the fair value hierarchy and its application to financial assets and liabilities are described below. ㆍLevel 1: Quoted market prices (unadjusted) for identical assets or liabilities ㆍLevel 2: Fair valuation based on inputs that are observable in the market (Other than quoted prices included within level 1) ㆍLevel 3: Fair valuation based on inputs that are unobservable in the market The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 are listed equity investments classified as trading securities or available-for-sale financial assets. Samsung Electronics 2014 Interim Business Report 150 / 152 The fair value of financial instruments that are not traded on an active market (for example, over-the-counter derivatives) is determined using valuation methods. These valuation methods maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. The Company performs the fair value measurements required for financial reporting purposes, including level 3 fair values and discusses valuation processes and results at least once every quarter in line with the Company’s quarterly reporting dates. The Company’s policy is to recognize transfers between levels at the end of the reporting period, if corresponding events or changes in circumstances have occurred. Specific valuation methods used to value financial instruments include: ㆍ Quoted market prices or dealer quotes for similar instruments. ㆍ The fair value of foreign exchange forward contracts is determined using forward exchange rates at the statement of financial position date, with the resulting value discounted back to present value. Other methods, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. For trade and other receivables, the book value approximates a reasonable estimate of fair value. - Valuation methods and the inputs ㆍ The Company utilizes a present value method to discount future cash flows at a proper interest rate for corporate bonds, government and public bonds, and bank debentures that are classified as Level 2 in the fair value hierarchy. ㆍ The following table presents the valuation methods and the inputs used for major financial instruments classified as Level 3. (In millions of Korean won) Fair Classification Value Long-term available-for-sale financial assets Samsung Petrochemical 80,347 Input Range (Weighted Average) 2,625,324 Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Permanent growth rate Weighted average cost of capital Risk adjusted discount rate Price volatility -1.00% ~ 1.00% (0%) 6.37% ~ 8.37% (7.37%) -1.00% ~ 1.00% (0%) 7.01% ~ 9.01% (8.01%) -1.00% ~ 1.00% (0%) 6.06% ~ 8.06% (7.06%) -1.00% ~ 1.00% (0%) 8.81% ~ 10.81% (9.81%) -1.00% ~ 1.00% (0%) 7.69% ~ 9.69% (8.69%) 5.49% ~ 7.49% (6.49%) 30.90% ~ 36.90% (33.90%) 2,471 Binomial model Discount rate Stock price volatility 5.50% ~ 10.90% (7.74%) 10.26% ~ 16.83% (13.30%) 80,653 Taewon Electric 17,072 Pantech 53,053 Coming Incorporated convertible preferred stock Derivatives Embedded derivatives (convertible bonds) Level 3 Inputs Discounted cash flow Discounted cash flow Discounted cash flow Discounted cash flow Discounted cash flow Trinomial model Samsung General Chemicals Samsung Venture Investment Valuation Technique 7,021 Samsung Electronics 2014 Interim Business Report 151 / 152 -Changes in Level 3 instruments: (In millions of Korean won) 2014 Balance as of January 1 Purchases Disposals Amount recognized in profit or loss Amount recognized in other comprehensive income Other Balance as of September 30 2013 493,378 2,498,800 (10,871) (14,518) 192,453 (41,731) 3,117,511 389,195 131,151 (15,067) (5,129) 5,798 6,722 512,670 - Sensitivity analysis for recurring fair value measurements categorized within Level 3 Sensitivity analysis of financial instruments is performed to measure favorable and unfavorable changes in the fair value of financial instruments which are affected by the unobservable parameters, using a statistical technique. When the fair value is affected by more than two input parameters, the amounts represent the most favorable or most unfavorable. The results of the sensitivity analysis for the effect on profit or loss from changes in inputs for each financial instrument, which is categorized within Level 3 and subject to sensitivity analysis, are as follows: (In millions of Korean won) Classification Long-term available for sale financial assets1 Embedded derivatives (convertible bonds)2 Total Favorable Changes Profit or Loss Equity Unfavorable Changes Profit or Loss Equity - 278,243 - (202,701) 469 469 (482) (482) 469 278,712 (482) (203,183) 1 Changes in fair value are calculated by increasing or decreasing the correlation between volatility (30.90 to 36.90%) and discount rate for convertible preferred stock. Similarly, for other equity securities, changes in fair value are calculated with the correlation between growth ratio (-1% to 1%) and discount rate, which are significant unobservable inputs. 2 For equity derivatives, changes in their fair value are calculated by increasing or decreasing the correlation between stock prices and volatility by 10%. E. Tangible Assets No valuations were performed on tangible assets during the reporting period. Samsung Electronics 2014 Interim Business Report 152 / 152