Samsung 2011 Annual Report Download - page 48

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C) Other related parties
Samsung Everland and Samsung Petrochemical, etc. are defined as related parties for the company.
Transactions with other related parties for the years ended December 31, 2011 and 2010, and the related receivables and payables as of December 31,
2011 and 2010, are as follows :
(In millions of Korean Won)
2011 2010
Transactions
Sales ₩ 85,907 ₩ 598,795
Purchases 655,062 478,122
Receivables and Payables
Receivables 244,411 233,649
Payables 172,872 109,875
D) Key management compensation
Key management includes directors (executive and non-executive), members of the Executive Committee. The compensation paid or payable to key
management for employee services is shown below :
(In millions of Korean Won)
2011 2010
Salaries and other short-term benefits ₩ 15,808 ₩ 18,222
Termination benefits 696 2,633
Other long-term benefits 5,096 7,634
33. Capital Transactions Without Controlling Loss
Capital transactions without controlling loss as of December 31, 2011 are as follows :
The Company acquired Samsung Gwangju Electronics with a closing date of January 1, 2011 to improve shareholder value through enhancement of
business efficiency and manufacturing competitiveness in the digital media (appliance) business. The approval of the Board of Directors of the Company
replaces shareholders’ meeting approval of the acquisition, as the acquisition of Samsung Gwangju Electronics is a small and simple merger as defined in
the commercial law.
(1) Overview of the acquired company
Name of the acquired company Samsung Gwangju Electronics
Headquarters location Gwangju, Gwangsan-gu
Representative director Chang-wan Hong
Classification of the acquired company Unlisted company
Former relationship with the Company Subsidiary
(2) Terms of the business combination
The shareholders of Samsung Gwangju Electronics. received 0.0252536 shares of the Company’s common stock for each share of Samsung Gwangju
Electronics common stock owned on the closing date. The Company transferred its treasury stocks to the shareholders of Samsung Gwangju Electronics,
instead of issuing new stocks.
34. Business Combination
Business combinations as of December 31, 2011 are as follows :
A) Acquisition of Samsung Medison
The Company acquired 43.5% shares of Samsung Medison Co.,Ltd. with a closing date of February 16, 2011, and additionally acquired 22.3% shares of
Samsung Medison Co.,Ltd. with closing date of April 29, 2011.
(1) Overview of the acquired company
Name of the acquired company Samsung Medison
Headquarters location Gangwon-do, Hongchen-gun
Representative director Sang-won Bang
Classification of the acquired company Unlisted company
After acquision relationship with the Company Subsidiary
(2) Purchase price allocation
(In millions of Korean Won)
Classification Amount
I. Considerations transferred ￦ 436,965
II. Identifiable assets and liabilities
Cash and cash equivalents 42,287
Trade and other receivables 66,471
Inventories 57,880
Property, plant, and equipment 112,102
Intangible assets 331,433
Other assets 42,708
Trade and other payables (39,161)
Borrowings and loans (88,236)
Retirement benefit obligation (3,306)
Provisions (8,506)
Deferred income tax liabilities (71,157)
Other liabilities (22,450)
Total ￦ 420,065
III. Non-controlling interests ￦ (57,447)
IV. Goodwill ￦ 74,347
Had Samsung Medison been consolidated from January 1, 2011, the consolidated for the one-year period would show revenue of ￦57,023 million and loss
of ￦ 12,219 million, additionally.
The revenue included in the financial statement of income statement since the date of acquisition contributed by Samsung Medison was ￦ 83,304 million
and profit of ￦1,491 million over the period.