oled-10ka_20191231.htm

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Pennsylvania			23-2372688
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

375 Phillips Boulevard Ewing, New Jersey			08618
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code:			(609) 671-0980

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $0.01 par value	OLED	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. (See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the closing sale price of the registrant’s common stock on the NASDAQ Global Market as of June 28, 2019, was $7,951,407,550. Solely for purposes of this calculation, all executive officers and directors of the registrant and all beneficial owners of more than 10% of the registrant’s common stock (and their affiliates) were considered affiliates.

As of February 18, 2020, the registrant had outstanding 47,187,793 shares of common stock.

Portions of the registrant’s Proxy Statement for the 2020 Annual Meeting of Shareholders, which is to be filed with the Securities and Exchange Commission no later than April 29, 2020, are incorporated by reference into Part III of this report.

The sole purpose of this amendment to our Annual Report on Form 10-K for the year ended December 31, 2019, originally filed with the Securities and Exchange Commission on February 20, 2020, is to file a revised Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, to the Form 10-K. As originally filed, the last sentence of the substantive paragraph set forth in Exhibit 23.1 mistakenly read: “Our report on the Consolidated Financial Statements refers to changes in the accounting for revenue and excess tax benefits from share-based payment transactions.” As corrected, such sentence now reads “Our report refers to a change in the accounting methods for revenue and leases.”

No changes have been made to the Form 10-K other than the filing of the corrected Exhibit 23.1. This amendment does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.

Management’s Report on Internal Control Over Financial Reporting	F-2
Reports of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets	F-6
Consolidated Statements of Income	F-7
Consolidated Statements of Comprehensive Income	F-8
Consolidated Statements of Shareholders’ Equity	F-9
Consolidated Statements of Cash Flows	F-10
Notes to Consolidated Financial Statements	F-11

The following is a list of the exhibits filed as part of this report. Where so indicated by footnote, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated parenthetically, together with a reference to the filing indicated by footnote.


10.12#		Equity Retention Agreement between the registrant and Sidney D. Rosenblatt, dated as of March 18, 2010 (5)
10.13#		Equity Retention Agreement between the registrant and Julia J. Brown, dated as of January 6, 2011 (6)
10.14#		Equity Retention Agreement between the registrant and Janice K. Mahon, dated as of January 6, 2011 (6)
10.15#		Amended and Restated Change in Control Agreement between the Registrant and Mauro Premutico, dated April 16, 2012 (7)
10.16#		Supplemental Executive Retirement Plan, dated as of April 1, 2010 (5)
10.17#		Amended and Restated Equity Compensation Plan, effective as of March 7, 2013 (8)
10.18		1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (9)
10.19		Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (10)
10.20		Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (11)
10.21		Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (12)
10.22+		Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (13)
10.23+		OLED Patent License Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (14)
10.24+		Supplemental OLED Material Purchase Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (14)
10.25+		Patent Sale Agreement, dated as of July 23, 2012 by and between FUJIFILM Corporation and the Company (15)
10.26#		Universal Display Corporation Annual Incentive Plan (16)
10.27#		Form Agreement - Restricted Stock Unit Grant Letter (17)
10.28#		Form Agreement - Performance Unit Grant Letter (17)
10.29#		Universal Display Corporation Equity Compensation Plan (18)
10.30#		Amendment 2015-1, dated March 3, 2015, to Universal Display Corporation Supplemental Executive Retirement Plan (19)
10.31#		Equity Retention Agreement between the Registrant and Steven V. Abramson, dated April 7, 2015 (20)
10.32#		Equity Retention Agreement between the Registrant and Sidney D. Rosenblatt, dated April 7, 2015 (20)
10.33#		Equity Retention Agreement between the Registrant and Julia J. Brown, dated September 10, 2015 (21)
10.34#		Equity Retention Agreement between the Registrant and Mauro Premutico, dated September 10, 2015 (21)
10.35+		IP Transfer Agreement, dated June 28, 2016 by and between UDC Ireland Limited and BASF SE (22)
10.36@#		Equity Grant Agreement between the registrant and Steven V. Abramson, dated as of December 12, 2019
10.37@#		Equity Grant Agreement between the registrant and Sidney D. Rosenblatt, dated as of December 12, 2019
10.38@#		Equity Grant Agreement between the registrant and Julia J. Brown, dated as of December 12, 2019
10.39@#		Equity Grant Agreement between the registrant and Mauro Premutico, dated as of December 12, 2019
10.40@#		Equity Grant Agreement between the registrant and Janice K. Mahon, dated as of December 12, 2019
21@		Subsidiaries of the registrant
23.1*		Consent of KPMG LLP
31.1*		Certifications of Steven V. Abramson, Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

*	Filed herewith.
**	Furnished herewith.
@	Previously filed.
#	Management contract or compensatory plan or arrangement.
+	Confidential treatment has been accorded to certain portions of this exhibit pursuant to Rule 406 under the Securities Act of 1933, as amended, or Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
(1)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 9, 2018.
(2)	Filed as an Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004.
(3)	Filed as an Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 12, 2009.
(4)	Filed as an Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 15, 2007.
(5)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 10, 2010.
(6)	Filed as an Exhibit to a Current Report on Form 8-K, filed with the SEC on March 21, 2011.
(7)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 8, 2012.
(8)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 9, 2013.
(9)	Filed as an Exhibit to the Annual Report on Form 10K-SB for the year ended December 31, 1997, filed with the SEC on March 31, 1998.

(10)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 10, 2003.
(11)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 9, 2006.
(12)	Filed as an Exhibit to the amended Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed with the SEC on November 20, 2001.
(13)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the SEC on November 8, 2011.
(14)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 3, 2018.
(15)	Filed as an Exhibit to a Current Report on Form 8-K, filed with the SEC on July 27, 2012.
(16)	Filed as an Exhibit to a Current Report on Form 8-K, filed with the SEC on June 24, 2013.
(17)	Filed as an Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014.
(18)	Filed as Exhibit A to the Company's Definitive Proxy Statement for the 2014 Annual Meeting filed with the SEC on April 25, 2014.
(19)	Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on March 9, 2015.
(20)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 6, 2015.
(21)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 5, 2015.
(22)	Filed as an Exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 4, 2016.

Note: Any of the exhibits listed in the foregoing index not included with this report may be obtained, without charge, by writing to Mr. Sidney D. Rosenblatt, Corporate Secretary, Universal Display Corporation, 375 Phillips Boulevard, Ewing, New Jersey 08618.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

		UNIVERSAL DISPLAY CORPORATION


	By:	/s/ Sidney D. Rosenblatt
		Sidney D. Rosenblatt
		Executive Vice President, Chief Financial Officer,
		Treasurer and Secretary


		Date: March 20, 2020


Large accelerated filer ☒	Accelerated filer ☐	Emerging growth company ☐
Non-accelerated filer ☐	Smaller reporting company ☐


Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation of the registrant (1)
3.2		Amended and Restated Bylaws of the registrant (2)
4@		Description of Securities
10.1#		Amended and Restated Change in Control Agreement between the registrant and Sherwin I. Seligsohn, dated as of November 4, 2008 (3)
10.2#		Amended and Restated Change in Control Agreement between the registrant and Steven V. Abramson, dated as of November 4, 2008 (3)
10.3#		Amended and Restated Change in Control Agreement between the registrant and Sidney D. Rosenblatt, dated as of November 4, 2008 (3)
10.4#		Amended and Restated Change in Control Agreement between the registrant and Julia J. Brown, dated as of November 4, 2008 (3)
10.5#		Amended and Restated Change in Control Agreement between the registrant and Janice K. Mahon, dated as of November 4, 2008 ₍₃₎
10.6#		Non-Competition and Non-Solicitation Agreement between the registrant and Sherwin I. Seligsohn, dated as of February 23, 2007 (4)
10.7#		Non-Competition and Non-Solicitation Agreement between the registrant and Steven V. Abramson, dated as of January 26, 2007 (4)
10.8#		Non-Competition and Non-Solicitation Agreement between the registrant and Sidney D. Rosenblatt, dated as of February 7, 2007 (4)
10.9#		Non-Competition and Non-Solicitation Agreement between the registrant and Julia J. Brown, dated as of February 5, 2007 (4)
10.10#		Non-Competition and Non-Solicitation Agreement between the registrant and Janice K. Mahon, dated as of February 23, 2007 (3)
10.11#		Equity Retention Agreement between the registrant and Steven V. Abramson, dated as of March 18, 2010 (5)


31.2*		Certifications of Sidney D. Rosenblatt, Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)
32.1**		Certifications of Steven V. Abramson, Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. Section 1350. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
32.2**		Certifications of Sidney D. Rosenblatt, Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. Section 1350. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
101.INS*		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page of this Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included in Item 101.INS)


ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES