1934 Act Registration No. 1-31731
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Dated August 31, 2005
Chunghwa Telecom Co., Ltd.
(Translation of Registrants Name into English)
21-3 Hsinyi Road Sec. 1,
Taipei, Taiwan, 100 R.O.C.
(Address of Principal Executive Office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of form 20-F or Form 40-F.)
Form 20-F x Form 40-F
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No x
(If Yes is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant Chunghwa Telecom Co., Ltd. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: 2005/08/31
Chunghwa Telecom Co., Ltd. | ||
By: | /s/ Tan HoChen | |
Name: | Tan HoChen | |
Title: | Chairman & CEO |
Exhibit
Exhibit |
Description | |
1. | Financial Statements for the Six Months Ended June 30, 2005 and 2004 together with Independent Auditors Report- ROC GAAP | |
2. | Financial Statements as of December 31, 2004 and June 30, 2005 (Unaudited) and for Three Months and Six Months Ended June 30, 2004 and 2005 (Unaudited)- US GAAP | |
3. | Press Release on 2005/08/31 |
Exhibit 1
Chunghwa Telecom Co., Ltd. | ||||
Financial Statements for the Six Months Ended June 30, 2005 and 2004 and Independent Auditors Report |
INDEPENDENT AUDITORS REPORT
The Board of Directors and Stockholders
Chunghwa Telecom Co., Ltd.
We have audited the accompanying balance sheets of Chunghwa Telecom Co., Ltd. as of June 30, 2005 and 2004, and the related statements of operations, changes in stockholders equity and cash flows for the six months then ended, all expressed in New Taiwan dollars. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
Except for the matters described in the next paragraph, we conducted our audits in accordance with the Regulations for Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those regulations and standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As stated in Note 9 to the financial statements, we did not audit the financial statements of equity-accounted investments, the investments in which are reflected in the accompanying financial statements using the equity method of accounting in 2004. The aggregate carrying values of the equity-accounted investments was NT$1,443,558 thousand as of June 30, 2004 and the equity in their net gain was NT$24,076 thousand for the six months then ended.
In our opinion, except for the matters described in the preceding paragraph, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of the Company as of June 30, 2005 and 2004, and the results of its operations and its cash flows for the six months then ended in conformity with relevant regulations, regulations governing the preparation of financial statements of public companies and accounting principles generally accepted in the Republic of China.
- 1 -
As stated in Notes 2 and 3 to the financial statements, the Companys accounts are subject to examination by the Executive Yuan and by the Ministry of Audit of the Control Yuan. The accounts as of and for the year ended December 31, 2004 have been examined by these government agencies, and adjustments from this examinations have been recognized in the accompanying financial statements.
August 10, 2005
Notice to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the auditors report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors report and financial statements shall prevail.
- 2 -
CHUNGHWA TELECOM CO., LTD.
BALANCE SHEETS
JUNE 30, 2005 AND 2004
(Amounts in New Taiwan Thousand Dollars, Except Par Value Data)
2005 |
2004 | |||||||||||
Amount |
% |
Amount |
% | |||||||||
ASSETS |
||||||||||||
CURRENT ASSETS |
||||||||||||
Cash and cash equivalents (Notes 2 and 4) |
$ | 51,393,824 | 11 | $ | 42,826,224 | 9 | ||||||
Short-term investments (Notes 2 and 5) |
14,518,307 | 3 | 2,302,171 | | ||||||||
Trade notes and accounts receivable, net of allowance for doubtful receivable of $2,535,474 in 2005 and $2,439,084 in 2004 (Notes 2 and 6) |
12,211,196 | 2 | 14,391,648 | 3 | ||||||||
Other current monetary assets |
1,752,041 | | 1,970,177 | | ||||||||
Inventories, net (Notes 2 and 7) |
1,198,713 | | 1,162,433 | | ||||||||
Deferred income taxes (Notes 2 and 17) |
12,519,259 | 3 | 12,070,575 | 3 | ||||||||
Other current assets (Note 8) |
4,143,460 | 1 | 3,198,478 | 1 | ||||||||
Total current assets |
97,736,800 | 20 | 77,921,706 | 16 | ||||||||
INVESTMENTS IN UNCONSOLIDATED COMPANIES AND FUNDS (Notes 2, 9 and 21) |
||||||||||||
Funds |
2,000,000 | | 2,000,000 | | ||||||||
Investments accounted for using the equity method |
1,493,175 | | 1,443,558 | | ||||||||
Investments accounted for using the cost method |
2,605,956 | 1 | 2,076,593 | 1 | ||||||||
Investment in unconsolidated companies and funds |
6,099,131 | 1 | 5,520,151 | 1 | ||||||||
PROPERTY, PLANT AND EQUIPMENT (Notes 2, 10 and 20) |
||||||||||||
Cost |
||||||||||||
Land |
101,929,974 | 21 | 101,827,180 | 21 | ||||||||
Land improvements |
1,460,144 | | 1,446,419 | | ||||||||
Buildings |
56,589,274 | 12 | 54,327,287 | 11 | ||||||||
Machinery and equipment |
22,004,380 | 5 | 22,117,846 | 5 | ||||||||
Telecommunications network facilities |
622,009,585 | 128 | 615,627,149 | 128 | ||||||||
Miscellaneous equipment |
2,057,414 | | 2,129,950 | 1 | ||||||||
Total cost |
806,050,771 | 166 | 797,475,831 | 166 | ||||||||
Revaluation increment on land |
5,951,340 | 1 | 5,951,540 | 1 | ||||||||
812,002,111 | 167 | 803,427,371 | 167 | |||||||||
Less: Accumulated depreciation |
473,260,856 | 97 | 455,099,387 | 95 | ||||||||
338,741,255 | 70 | 348,327,984 | 72 | |||||||||
Construction in progress and advances related to acquisitions of equipment |
28,554,197 | 6 | 36,021,523 | 8 | ||||||||
Property, plant and equipment, net |
367,295,452 | 76 | 384,349,507 | 80 | ||||||||
INTANGIBLE ASSETS |
||||||||||||
3G concession (Note 2) |
10,106,219 | 2 | 10,179,000 | 2 | ||||||||
Deferred pension cost (Notes 2 and 19) |
1,737,314 | 1 | 1,282,799 | | ||||||||
Patents and computer software, net (Note 2) |
176,446 | | 221,570 | | ||||||||
Total intangible assets |
12,019,979 | 3 | 11,683,369 | 2 | ||||||||
OTHER ASSETS |
||||||||||||
Refundable deposits |
1,354,325 | | 1,099,467 | 1 | ||||||||
Overdue receivables, net of allowance for losses of $1,352,750 in 2005 and $3,314,165 in 2004 (Notes 2 and 6) |
394,340 | | 708,979 | | ||||||||
Deferred income taxes - non-current (Notes 2 and 17) |
| | 14,256 | | ||||||||
Other |
340,634 | | 407,136 | | ||||||||
Total other assets |
2,089,299 | | 2,229,838 | 1 | ||||||||
TOTAL |
$ | 485,240,661 | 100 | $ | 481,704,571 | 100 | ||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
CURRENT LIABILITIES |
||||||||||||
Trade notes and accounts payable |
$ | 10,569,719 | 2 | $ | 10,986,703 | 2 | ||||||
Income tax payable (Notes 2 and 17) |
5,701,198 | 1 | 5,636,840 | 1 | ||||||||
Accrued expenses (Note 11) |
12,645,154 | 3 | 12,081,589 | 3 | ||||||||
Accrued pension liabilities (Notes 2 and 19) |
2,013,198 | 1 | 3,406,072 | 1 | ||||||||
Dividends payable (Note 12) |
45,344,307 | 9 | 43,414,762 | 9 | ||||||||
Current portion of long-term loans (Note 14) |
200,000 | | 200,000 | | ||||||||
Other current liabilities (Notes 13 and 20) |
18,511,667 | 4 | 18,027,326 | 4 | ||||||||
Total current liabilities |
94,985,243 | 20 | 93,753,292 | 20 | ||||||||
LONG-TERM LIABILITIES |
||||||||||||
Long-term loans (Note 14) |
300,000 | | 500,000 | | ||||||||
Deferred income |
336,008 | | 372,133 | | ||||||||
Total long-term liabilities |
636,008 | | 872,133 | | ||||||||
RESERVE FOR LAND VALUE INCREMENTAL TAX (Note 10) |
94,986 | | 211,182 | | ||||||||
OTHER LIABILITIES |
||||||||||||
Customers deposits |
5,721,911 | 1 | 5,655,234 | 1 | ||||||||
Other |
216,018 | | 195,561 | | ||||||||
Total other liabilities |
5,937,929 | 1 | 5,850,795 | 1 | ||||||||
Total liabilities |
101,654,166 | 21 | 100,687,402 | 21 | ||||||||
STOCKHOLDERS EQUITY |
||||||||||||
Common capital stock - $10 par value; authorized, issued and outstanding - 9,647,725 thousand shares |
96,477,249 | 20 | 96,477,249 | 20 | ||||||||
Capital surplus: |
||||||||||||
Paid-in capital in excess of par value |
214,529,603 | 44 | 214,538,597 | 45 | ||||||||
Capital surplus from revaluation of land |
5,856,353 | 1 | 5,740,358 | 1 | ||||||||
Donations |
13,170 | | 13,170 | | ||||||||
Total capital surplus |
220,399,126 | 45 | 220,292,125 | 46 | ||||||||
Retained earnings: |
||||||||||||
Legal reserve |
39,272,477 | 8 | 34,286,147 | 7 | ||||||||
Special reserve |
2,680,184 | 1 | 2,675,941 | | ||||||||
Unappropriated earnings |
24,763,066 | 5 | 27,286,229 | 6 | ||||||||
Total retained earnings |
66,715,727 | 14 | 64,248,317 | 13 | ||||||||
Other adjustment |
||||||||||||
Cumulative translation adjustments |
(5,607 | ) | | (522 | ) | | ||||||
Total stockholders equity |
383,586,495 | 79 | 381,017,169 | 79 | ||||||||
TOTAL |
$ | 485,240,661 | 100 | $ | 481,704,571 | 100 | ||||||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated August 10, 2005)
- 3 -
CHUNGHWA TELECOM CO., LTD.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Amounts in New Taiwan Thousand Dollars, Except Basic Net Income Per Share Data)
2005 |
2004 | |||||||||
Amount |
% |
Amount |
% | |||||||
SERVICE REVENUES |
$ | 89,719,082 | 100 | $ | 90,816,901 | 100 | ||||
COSTS OF SERVICES (Note 20) |
45,836,600 | 51 | 45,105,309 | 50 | ||||||
GROSS PROFIT |
43,882,482 | 49 | 45,711,592 | 50 | ||||||
OPERATING EXPENSES |
||||||||||
Marketing |
12,017,291 | 13 | 11,171,007 | 12 | ||||||
General and administrative |
1,511,035 | 2 | 1,366,619 | 1 | ||||||
Research and development |
1,608,047 | 2 | 1,504,086 | 2 | ||||||
Total operating expenses |
15,136,373 | 17 | 14,041,712 | 15 | ||||||
INCOME FROM OPERATIONS |
28,746,109 | 32 | 31,669,880 | 35 | ||||||
OTHER INCOME |
||||||||||
Penalties income |
516,405 | 1 | 442,556 | 1 | ||||||
Foreign exchange gain, net |
349,450 | | 8,240 | | ||||||
Interest |
215,551 | | 115,371 | | ||||||
Income from sale of scrap |
201,333 | | 375,102 | | ||||||
Dividends income |
57,881 | | 28,434 | | ||||||
Equity in net gain of unconsolidated companies |
64,982 | | 24,076 | | ||||||
Other income |
437,995 | 1 | 270,992 | | ||||||
Total other income |
1,843,597 | 2 | 1,264,771 | 1 | ||||||
OTHER EXPENSES |
||||||||||
Losses on disposal of property, plant and equipment |
27,977 | | 118,427 | | ||||||
Interest |
941 | | 229 | | ||||||
Other expense |
739,612 | 1 | 793,683 | 1 | ||||||
Total other expenses |
768,530 | 1 | 912,339 | 1 | ||||||
INCOME BEFORE INCOME TAX |
29,821,176 | 33 | 32,022,312 | 35 | ||||||
INCOME TAX (Notes 2 and 17) |
5,492,809 | 6 | 5,642,364 | 6 | ||||||
NET INCOME |
$ | 24,328,367 | 27 | $ | 26,379,948 | 29 | ||||
(Continued)
- 4 -
2005 |
2004 | |||||||||||
Income Before Income Tax |
Net Income |
Income Before Income Tax |
Net Income | |||||||||
EARNINGS PER SHARE |
||||||||||||
Basic net income per share (Notes 2 and 18) |
$ | 3.09 | $ | 2.52 | $ | 3.32 | $ | 2.73 | ||||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated August 10, 2005) | (Concluded | ) |
- 5 -
CHUNGHWA TELECOM CO., LTD.
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Amounts in New Taiwan Thousand Dollars)
Common Capital Stock |
Capital Surplus (Notes 10 and 15) |
|||||||||||||||||||
Shares (Thousands) |
Amount |
Paid -in Capital Par Value |
Capital Surplus from Revaluation of Land |
Donations |
Total |
|||||||||||||||
BALANCE, JANUARY 1, 2005 (AS ADJUSTED, Note 3) |
9,647,725 | $ | 96,477,249 | $ | 214,538,597 | $ | 5,740,185 | $ | 13,170 | $ | 220,291,952 | |||||||||
Net transfer of property, plant and equipment to National Properties Bureau and other government agencies |
| | (8,994 | ) | (28 | ) | | (9,022 | ) | |||||||||||
Reclassification of the reserve for land value incremental tax to capital surplus |
| | | 116,196 | | 116,196 | ||||||||||||||
Net income for the six months ended June 30, 2005 |
| | | | | | ||||||||||||||
Cumulative translation adjustment for foreign-currency investments in consolidated companies |
| | | | | | ||||||||||||||
BALANCE, JUNE 30, 2005 |
9,647,725 | $ | 96,477,249 | $ | 214,529,603 | $ | 5,856,353 | $ | 13,170 | $ | 220,399,126 | |||||||||
BALANCE, JANUARY 1, 2004 (AS ADJUSTED) |
9,647,725 | $ | 96,477,249 | $ | 214,538,597 | $ | 5,740,358 | $ | 13,170 | $ | 220,292,125 | |||||||||
Net income for the six months ended June 30, 2004 |
| | | | | | ||||||||||||||
BALANCE, JUNE 30, 2004 |
9,647,725 | $ | 96,477,249 | $ | 214,538,597 | $ | 5,740,358 | $ | 13,170 | $ | 220,292,125 | |||||||||
Retained Earnings (Note 15) |
Cumulative Adjustments |
Total Stockholders Equity |
||||||||||||||||||
Legal Reserve |
Special Reserve |
Unappropriated Earnings |
Total |
|||||||||||||||||
BALANCE, JANUARY 1, 2005 (AS ADJUSTED, Note 3) |
$ | 39,272,477 | $ | 2,680,184 | $ | 434,699 | $ | 42,387,360 | $ | (4,765 | ) | $ | 359,151,796 | |||||||
Net transfer of property, plant and equipment to National Properties Bureau and other government agencies |
| | | | | (9,022 | ) | |||||||||||||
Reclassification of the reserve for land value incremental tax to capital surplus |
| | | | | 116,196 | ||||||||||||||
Net income for the six months ended June 30, 2005 |
| | 24,328,367 | 24,328,367 | | 24,328,367 | ||||||||||||||
Cumulative translation adjustment for foreign-currency investments in consolidated companies |
| | | | (842 | ) | (842 | ) | ||||||||||||
BALANCE, JUNE 30, 2005 |
$ | 39,272,477 | $ | 2,680,184 | $ | 24,763,066 | $ | 66,715,727 | $ | (5,607 | ) | $ | 383,586,495 | |||||||
BALANCE, JANUARY 1, 2004 (AS ADJUSTED) |
$ | 34,286,147 | $ | 2,675,941 | $ | 906,281 | $ | 37,868,369 | $ | (522 | ) | $ | 354,637,221 | |||||||
Net income for the six months ended June 30, 2004 |
| | 26,379,948 | 26,379,948 | | 26,379,948 | ||||||||||||||
BALANCE, JUNE 30, 2004 |
$ | 34,286,147 | $ | 2,675,941 | $ | 27,286,229 | $ | 64,248,317 | $ | (522 | ) | $ | 381,017,169 | |||||||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated August 10, 2005)
- 6 -
CHUNGHWA TELECOM CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Amounts in New Taiwan Thousand Dollars)
2005 |
2004 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 24,328,367 | $ | 26,379,948 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for doubtful accounts |
459,270 | 801,685 | ||||||
Depreciation and amortization |
20,603,978 | 20,573,977 | ||||||
Unrealized loss on reduction of short-term investments to market |
13,862 | | ||||||
Gain on sale of short-term investments |
(67,744 | ) | | |||||
Reversal of allowance for losses on inventories |
| (1,297 | ) | |||||
Loss on disposal of property, plant and equipment |
27,977 | 118,427 | ||||||
Equity in net gain of unconsolidated companies |
(64,982 | ) | (24,076 | ) | ||||
Deferred income taxes |
(229,298 | ) | 115 | |||||
Changes in operating assets and liabilities: |
||||||||
Decrease (increase) in: |
||||||||
Trade notes and accounts receivable |
1,381,708 | (515,779 | ) | |||||
Other current monetary assets |
(238,757 | ) | (345,086 | ) | ||||
Inventories |
43,705 | (588,706 | ) | |||||
Other current assets |
(3,479,333 | ) | (2,666,244 | ) | ||||
Overdue receivables |
(453,225 | ) | (371,380 | ) | ||||
Increase (decrease) in: |
||||||||
Trade notes and accounts payable |
(3,717,390 | ) | (78,864 | ) | ||||
Income tax payable |
671,540 | 708,788 | ||||||
Accrued expenses |
(1,686,561 | ) | (2,080,474 | ) | ||||
Accrued pension liabilities |
(497,581 | ) | (1,058,012 | ) | ||||
Other current liabilities |
1,221,322 | 768,032 | ||||||
Deferred income |
(25,121 | ) | (46,904 | ) | ||||
Net cash provided by operating activities |
38,291,737 | 41,574,150 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Increase in short-term investments |
(5,349,912 | ) | (2,302,171 | ) | ||||
Proceeds from disposal of investments in unconsolidated companies |
| 10 | ||||||
Acquisitions of property, plant and equipment |
(9,791,919 | ) | (9,482,893 | ) | ||||
Proceeds from disposal of property, plant and equipment |
1,364 | 819 | ||||||
Increase of intangible assets |
(42,611 | ) | (51,515 | ) | ||||
Decrease (increase) in other assets |
(45,892 | ) | 922,782 | |||||
Net cash used in investing activities |
(15,228,970 | ) | (10,912,968 | ) | ||||
(Continued)
- 7 -
2005 |
2004 |
|||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Payment on principal of long-term loans |
$ | (200,000 | ) | $ | | |||
Decrease in customers deposits |
(764,473 | ) | (1,340,433 | ) | ||||
Increase (decrease) in other liabilities |
12,719 | (47,554 | ) | |||||
Net cash used in financing activities |
(951,754 | ) | (1,387,987 | ) | ||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
22,111,013 | $ | 29,273,195 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
29,282,811 | 13,553,029 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 51,393,824 | $ | 42,826,224 | ||||
SUPPLEMENTAL INFORMATION |
||||||||
Interest paid |
$ | 941 | $ | 229 | ||||
Income tax paid |
$ | 5,050,567 | $ | 4,933,446 | ||||
NON-CASH FINANCING ACTIVITIES |
||||||||
Dividend payable |
$ | 45,344,307 | $ | 43,414,762 | ||||
Current portion of long-term loans |
$ | 200,000 | $ | 200,000 | ||||
Reclassification of the reserve for land value incremental tax to capital surplus |
$ | 116,196 | $ | | ||||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated August 10, 2005) | (Concluded) |
- 8 -
CHUNGHWA TELECOM CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. | GENERAL |
Chunghwa Telecom Co., Ltd. (Chunghwa or the Company) was incorporated on July 1, 1996 in the Republic of China (ROC) pursuant to the Telecommunications Act No. 30. The Company is a company limited by shares and, prior to August 2000, was wholly owned by the Ministry of Transportation and Communications (MOTC). Prior to July 1, 1996, the current operations of Chunghwa were carried out under the Directorate General of Telecommunications (DGT). The DGT was established by the MOTC in June 1943 to take primary responsibility in the development of telecommunications infrastructure and to formulate policies related to telecommunications. On July 1, 1996, the telecom operations of the DGT were spun-off as Chunghwa and the DGT continues to be the industry regulator.
As a dominant telecommunications service provider of fixed-line and cellular telephone services, within the meaning of applicable telecommunications regulations of the ROC, the Company is subject to additional requirements imposed by the MOTC.
The MOTC is in the process of privatizing the Company by reducing the government ownership to below 50% in various stages. In July 2000, the Company received approval from the Securities and Futures Commission (the SFC) for a domestic initial public offering and its common shares were listed and traded on the Taiwan Stock Exchange (the TSE) on October 27, 2000. Certain of the Companys common shares were sold by an auction, in connection with the foregoing privatization plan, in domestic public offerings in June 2001, December 2002, March 2003, April 2003 and July 2003. Certain of the Companys common shares were also sold in an international offering of securities in the form of American Depository Shares (ADS) in July 17, 2003 and were listed and traded on the New York Stock Exchange (the NYSE). The Company sold 289,431 thousand common shares, which represented 3% of the Companys total outstanding common shares, by auction in a domestic public offering on August 9, 2005. The Company expects to complete the transfer of the shares on August 12, 2005. The Prospectus for the second international offering of securities in the form of ADS was delivered to US Securities and Exchange Commission (the SEC) on July 6, 2005. The Company issued ADSs of 135,068 thousand units, which equaled approximately 1,350,682 thousand common shares and represented 14.00% of the Companys total outstanding common shares on August 9, 2005. The Company expects to deliver the ADS through the book-entry transfer facilities of The Depository Trust Company on or about August 12, 2005. The MOTC intends to continue to sell certain of the Companys common shares to the Companys employees. After the transfer in the international offering of ADS and in domestic public offering in August 2005, the MOTC owns 47.84% shares of the Company.
The numbers of employees as of June 30, 2005 and 2004 are 27,984 and 28,508, respectively.
- 9 -
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The financial statements are prepared in conformity with relevant regulations, regulations governing the preparation of financial statements of public companies and accounting principles generally accepted in the Republic of China. The preparation of financial statements requires management to make certain estimates and assumptions that affect the recorded amounts of assets, liabilities, revenues and expenses of the Company. The Company continually evaluates these estimates, including those related to allowances for doubtful accounts, valuation allowances on inventories, useful lives of long term assets, pension plans and income tax. The Company bases its estimates on historical experience and other assumptions, which it believes to be reasonable under the circumstances. Actual results may differ from these estimates. The significant accounting policies are summarized as follows:
Basis of Accounting
As a state-owned company, the Company maintains statutory accounts in accordance with the laws and regulations issued by the Executive Yuan (executive branch), the MOTC, the Ministry of Audit (the MOA) of the Control Yuan and, in the absence of any specific laws and regulations applicable to a particular transaction or account, the regulations governing the preparation of financial statements of public companies and generally accepted accounting principles in the Republic of China. The accounts are subject to annual examinations by the Directorate General of Budget, Accounting and Statistics (the DGBAS) of the Executive Yuan and by the MOA (DGBAS and MOA are hereinafter referred to as government agencies). The objective of these examinations is to evaluate the Companys performance against the budget approved by the Legislative Yuan. The accounts are considered final only after any adjustments based on the annual examinations are taken into account. The accounts for the year ended December 31, 2004 have been examined by these government agencies and resulting adjustments were recorded retroactively.
Current Assets and Liabilities
Current assets are commonly identified as those which are reasonably expected to be realized in cash; or sold or consumed within one year. Current liabilities are obligations which mature within one year.
Cash and Cash Equivalents
Cash and cash equivalents are commercial paper purchased with maturities of three months or less from the date of acquisition.
Short-term Investments
The investments are carried at the lower of cost or market value. An allowance for decline in value is provided when the aggregate carrying value of the investments exceeds the aggregate market value. A reversal of the allowance will result from a subsequent recovery of the carrying value.
The cost of short-term investments sold are determined using the moving weighted-average method.
Allowance for Doubtful Receivables
Allowance for doubtful receivables is provided on the basis of review of the collectibility of individual receivables. The Company evaluates the collectibility of individual receivables according to its aging analysis, etc. periodically.
Inventories
Inventories are stated at the lower of cost (weighted-average cost method) or market value (replacement cost or net realizable value).
- 10 -
Investments in Unconsolidated Companies
Investments in shares of stock in companies where the Company exercises significant influence in their operating and financial policy decisions are accounted for using the equity method. Under the equity method, the investment is initially stated at cost and subsequently adjusted for its proportionate share in the net earnings of the investee companies. Any cash dividends received are recognized as a reduction in the carrying value of the investments. Unrealized profits arising from downstream transactions to equity investees are deferred in the Companys portion of equity income or loss. Profits and losses arising from equipment purchases from equity investees are eliminated and recognized over the estimated remaining useful life of the equipment.
Investments in shares of stock with no readily determinable market value are accounted for using the cost method when the ownership is less than 20%. Reductions in carrying value of those investments less reductions for decline in value are charged to stockholders equity. Reductions which are determined to be other than temporary are charged to current income. Cash dividends received are recorded as income.
Stock dividends received are accounted for as increases in the number of shares hold but not recognized as income.
The cost of investments sold are determined using the weighted-average method.
Property, Plant and Equipment
Property, plant and equipment are stated at cost plus a revaluation increment, if any, less accumulated depreciation. The interest costs that are directly attributable to the acquisition, construction of a qualifying asset are capitalized as property, plant and equipment. Major renewals and betterments are capitalized, while maintenance and repairs are expensed currently.
The Company adopted ROC Financial Accounting Standards No. 35, Accounting for the Impairment of Long-lived Assets on December 31, 2004.
An impairment loss is recognized when the recoverable amount of an asset is less than its carrying amount. A reversal of the impairment loss is recognized if there is a subsequent recovery in the value of the asset. The recoverable amount cannot exceed the original cost less accumulated depreciation. An impairment loss on a revalued asset is recognized directly against capital surplus from revaluation for the asset to the extent that the impairment loss does not exceed the amount in the capital surplus from revaluation for that same asset. A reversal of an impairment loss on a revalued asset is credited directly to capital surplus from revaluation under the heading capital surplus from revaluation. However, to the extent that an impairment loss on the same revalued asset was previously recognized in profit or loss, a reversal of that impairment loss is also recognized in profit or loss.
Depreciation expense is determined based upon the assets estimated useful life using the straight-line method. The estimated useful lives are as follows: land improvements, 10 to 30 years; buildings, 10 to 60 years; machinery and equipment, 6 to 10 years; telecommunication network facilities, 6 to 15 years; and miscellaneous equipment, 3 to 10 years.
Upon sale or disposal of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is credited or charged to income.
Intangible Assets
The amount recorded for the 3G Concession is amortized upon the MOTC approval of using the straight-line method over the lower of the legal useful life or estimated useful life. Patents are amortized using the straight-line method over the estimated useful lives ranging from 12 to 20 years. Computer software costs are capitalized and amortized using the straight-line method over the estimated useful lives of three years.
- 11 -
An impairment loss is recognized when the recoverable amount of an intangible asset other than goodwill is less than its carrying amount. A reversal of the impairment loss is recognized if there is a subsequent recovery in the value of the asset. The recoverable amount cannot exceed the original cost less accumulated amortization.
Pension Costs
Pension costs are recognized according to the budget approved by the Legislative Yuan and the actuarial report. In addition, the DGBAS issued instructions that the pension costs of all state-owned companies to be privatized should be measured and recognized on the assumption that there is no privatization and that an additional amount should be calculated on the basis of the employees service years if the additional amount does not reduce the budgeted net income. An additional minimum liability is recognized, if an unfunded accumulated benefit obligation exists, and an equal amount is recognized as an intangible asset, provided that the asset recognized does not exceed the amount of unrecognized net transition obligation and unrecognized prior service cost.
Revenue Recognition
Revenues are recognized when revenues are realized or realizable and earned. Related costs are expensed as incurred.
Service revenue is based on the fair value of the sales price, after business discount and quantity discount, between the Company and customer. The sales price of service revenue is the amounts which mature within one year. The difference between fair value and maturity value is not material and the transactions occur frequently so the interest factor is not included in calculating fair value.
Usage revenues from fixed-line services (including local, domestic long distance and international long distance), cellular services, Internet and data services, and interconnection and call transfer fees from other telecommunications companies and carriers are billed in arrears and are recognized based upon minutes of traffic processed when the services are provided in accordance with contract terms.
Other revenues are recognized as follows: (a) one-time subscriber connection fees are recognized upon activation, (b) fixed-monthly fees (on fixed-line services, wireless and Internet and data services) are accrued every month, and (c) prepaid services (fixed line, cellular and Internet) are recognized as income based upon actual usage by customers or when the right to use those services expires.
Expense Recognition
Expenses including commissions paid to agencies and handset subsidy costs paid to a vendor that sells a handset to a customer who subscribes to the service, as an inducement to enter into a service contract are charged to income as incurred.
Income Tax
The Company accounts for income tax using the asset and liability method. Under this method, deferred income tax is recognized for investment tax credits and tax consequences of differences between financial statement carrying amounts and their respective tax bases. A valuation allowance is recognized if, available evidence indicates it is more likely than not that a portion or the entire deferred tax asset will not be realized. A deferred tax asset or liability should be classified as current or non-current according to the classification of its related asset or liability. However, if a deferred asset or liability cannot be related to an asset or liability in the financial statements, it should be classified as current or non-current depending on the expected reversal date of the temporary difference.
Investment tax credits utilized are recognized as reduction of income tax expense.
Adjustments of prior years tax liabilities are added to or deducted from the current years tax provision. Income taxes (10%) on undistributed earnings are recorded as expense in the year when the stockholders have resolved that the earnings shall be retained.
- 12 -
Earnings Per Share
Earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.
Foreign-currency Transactions
The functional currency of the Company is the local currency, the New Taiwan dollar. Thus, the transactions of the Company that are denominated in currencies other than the New Taiwan dollars (the foreign currency) are recorded in New Taiwan dollars at the exchange rates prevailing on the transaction dates. Gains or losses realized upon the settlement of a foreign currency transaction is included in the period in which the transaction is settled. The balances, at the balance sheet dates, of the foreign currency assets and liabilities are adjusted to reflect the prevailing exchange rates, and the resulting differences are recorded as follows:
a. | Long-term stock investments accounted for by the equity method - as cumulative translation adjustment under stockholders equity. |
b. | Other assets and liabilities - credited or charged to current income. |
Foreign Currency Forward Exchange Contracts
The Company enters into foreign currency forward contracts to manage currency exposures in foreign currency-denominated assets and liabilities. The differences in the New Taiwan dollar amounts translated using the current rate and the amounts translated using the contracted forward rates on the contract date are amortized over the terms of the forward contracts using the straight-line method. At the balance sheet dates, the receivables or payables arising from forward contracts are restated using the prevailing current rate at the balance sheet date and the resulting differences are recognized and charged to income. Also the receivables and payables related to the forward contract are netted with the resulting amount presented as either other current monetary asset or other current liability. Any resulting gain or loss upon settlement is charged to income in the period of settlement.
3. | ADJUSTMENTS OF FINANCIAL STATEMENTS |
For the Year Ended December 31, 2004
The Companys financial statements for the year ended December 31, 2004 had been examined by the government agencies, and the resulting adjustments had been recorded retroactively as of December 31, 2004. The effects of these adjustments are summarized as follows:
As Previously Reported |
Adjustment Increase (Decrease) |
As Adjusted | ||||||||
Balance sheet |
||||||||||
Assets |
||||||||||
Current assets |
$ | 67,893,025 | $ | (31,407 | ) | $ | 67,861,618 | |||
Investments in unconsolidated companies and funds |
6,034,991 | | 6,034,991 | |||||||
Property, plant and equipment, net |
379,483,488 | | 379,483,488 |
(Continued)
- 13 -
As Previously Reported |
Adjustment Increase (Decrease) |
As Adjusted | ||||||||
Intangible assets |
$ | 11,630,126 | $ | | $ | 11,630,126 | ||||
Other assets |
2,127,067 | | 2,127,067 | |||||||
Total assets |
$ | 467,168,697 | $ | (31,407 | ) | $ | 467,137,290 | |||
Liabilities |
||||||||||
Current liabilities |
$ | 55,213,108 | $ | 45,319,914 | $ | 100,533,022 | ||||
Long-term liabilities |
861,129 | | 861,129 | |||||||
Reserve for land value incremental tax |
211,182 | | 211,182 | |||||||
Other liabilities |
6,380,161 | | 6,380,161 | |||||||
Total liabilities |
62,665,580 | 45,319,914 | 107,985,494 | |||||||
Total stockholders equity |
404,503,117 | (45,351,321 | ) | 359,151,796 | ||||||
Total liabilities and stockholders equity |
$ | 467,168,697 | $ | (31,407 | ) | $ | 467,137,290 | |||
Statement of income |
||||||||||
Service revenues |
$ | 182,562,682 | $ | | $ | 182,562,682 | ||||
Costs of services |
92,951,836 | 7,974 | 92,959,810 | |||||||
Operating expenses |
29,947,953 | 1,377 | 29,949,330 | |||||||
Other income |
2,743,037 | | 2,743,037 | |||||||
Other expenses |
1,644,048 | | 1,644,048 | |||||||
Income before income tax |
60,761,882 | (9,351 | ) | 60,752,531 | ||||||
Income tax |
10,891,570 | (2,337 | ) | 10,889,233 | ||||||
Net income |
49,870,312 | (7,014 | ) | 49,863,298 |
The adjustments made by the government agencies that decreased income before income tax of $9,351 thousand were due to the different bases of estimates used by the MOA in determining certain accruals. Increased current liabilities of $45,319,914 thousand and decreased total stockholders equity of $45,351,321 thousand were due to the appropriations of 2004 earnings recorded at December 31, 2004 by the MOA. (Please refer to Note 15)
4. | CASH AND CASH EQUIVALENTS |
June 30 | ||||||
2005 |
2004 | |||||
Cash |
||||||
Cash on hand |
$ | 97,203 | $ | 110,306 | ||
Cash in banks |
2,729,045 | 12,245,324 | ||||
Negotiable certificate of deposit, annual yield rate, ranging from 1.18%-1.30% |
15,100,000 | | ||||
17,926,248 | 12,355,630 | |||||
Cash equivalents |
||||||
Commercial paper purchased, annual yield rates - ranging from 1.17%-1.20% and 0.78%-0.97% for 2005 and 2004, respectively |
33,467,576 | 30,470,594 | ||||
$ | 51,393,824 | $ | 42,826,224 | |||
- 14 -
5. | SHORT-TERM INVESTMENTS |
June 30 | ||||||
2005 |
2004 | |||||
Open-end bond mutual funds |
$ | 14,225,810 | $ | | ||
Principal guarantee notes |
194,290 | | ||||
Real estate investment trust fund |
100,000 | | ||||
Listed stocks |
24,485 | | ||||
Commercial paper - ranging from 0.64%-0.70% |
| 2,302,171 | ||||
14,544,585 | 2,302,171 | |||||
Less: Allowance for losses |
26,278 | | ||||
$ | 14,518,307 | $ | 2,302,171 | |||
Market value |
$ | 14,518,307 | $ | 2,302,171 | ||
The market value of short-term investments were based on the net asset value or the average price of June 2005.
6. | ALLOWANCE FOR DOUBTFUL ACCOUNTS |
Six Months Ended June 30 |
||||||||
2005 |
2004 |
|||||||
Balance, beginning of period |
$ | 4,473,433 | $ | 7,786,037 | ||||
Provision for doubtful accounts |
456,349 | 760,860 | ||||||
Accounts receivable written off |
(1,041,558 | ) | (2,793,648 | ) | ||||
Balance, end of period |
$ | 3,888,224 | $ | 5,753,249 | ||||
Above balance of allowance for doubtful accounts consisted of the allowance for notes, accounts receivable as well as overdue receivables.
7. | INVENTORIES, NET |
June 30 | ||||||
2005 |
2004 | |||||
Supplies |
$ | 1,187,780 | $ | 1,124,116 | ||
Work in process |
10,933 | 806 | ||||
Materials in transit |
| 37,511 | ||||
$ | 1,198,713 | $ | 1,162,433 | |||
The insurance coverage on inventories as of June 30, 2005 amounted to $1,213,989 thousand.
- 15 -
8. | OTHER CURRENT ASSETS |
June 30 | ||||||
2005 |
2004 | |||||
Prepaid expenses |
$ | 4,019,587 | $ | 3,083,242 | ||
Miscellaneous |
123,873 | 115,236 | ||||
$ | 4,143,460 | $ | 3,198,478 | |||
9. | INVESTMENTS IN UNCONSOLIDATED COMPANIES AND FUNDS |
June 30 | ||||||||||
2005 |
2004 | |||||||||
Carrying Value |
% of Owner- ship |
Carrying Value |
% of Owner- ship | |||||||
Funds |
||||||||||
Fixed Line Funds |
$ | 1,000,000 | $ | 1,000,000 | ||||||
Piping Funds |
1,000,000 | 1,000,000 | ||||||||
2,000,000 | 2,000,000 | |||||||||
Investments in unconsolidated companies |
||||||||||
Equity investees |
||||||||||
Chunghwa Investment (CHI) |
925,719 | 49 | 976,957 | 49 | ||||||
Taiwan International Standard Electronics (TISE) |
567,456 | 40 | 466,601 | 40 | ||||||
1,493,175 | 1,443,558 | |||||||||
Cost investees |
||||||||||
Taipei Financial Center (TFC) |
2,529,206 | 12 | 1,999,843 | 12 | ||||||
RPTI International (RPIT) |
71,500 | 12 | 71,500 | 12 | ||||||
Siemens Telecommunication Systems (Siemens) |
5,250 | 15 | 5,250 | 15 | ||||||
2,605,956 | 2,076,593 | |||||||||
Total investments in unconsolidated companies |
4,099,131 | 3,520,151 | ||||||||
$ | 6,099,131 | $ | 5,520,151 | |||||||
The carrying values of the equity investees and the equity in their net loss and net income as of and for the six months ended June 30, 2005 are based on audited financial statements. The aggregate carrying value of the investments based on audited financial statements was $1,493,175 thousand as of June 30, 2005, and the equity in their net gain was $64,982 thousand for the six months ended June 30, 2005. The carrying values of the equity investees and the equity in their net loss and net income as of and for the six months ended June 30, 2004 are based on unaudited financial statements. The aggregate carrying value of the investments based on unreviewed financial statements was $1,443,558 thousand as of June 30, 2005, and the equity in their net gain was $24,076 thousand for the six months ended June 30, 2004.
The equity in the net assets of investments in unconsolidated companies accounted for using the cost method as computed by the percentage of ownership was $2,201,720 thousand and $1,950,420 thousand as of June 30, 2005 and 2004, respectively.
As part of the governments effort to upgrade the existing telecommunications infrastructure, the Company and other public utility companies were required to contribute to a Fixed Line Fund managed by the Ministry of Interior Affairs and a Piping Fund administered by the Taipei City Government. These funds will be used to finance various telecommunications infrastructure projects, and any deficiency of the funds will be reimbursed by the companies.
- 16 -
10. | PROPERTY, PLANT AND EQUIPMENT |
June 30 | ||||||
2005 |
2004 | |||||
Cost |
||||||
Land |
$ | 101,929,974 | $ | 101,827,180 | ||
Land improvements |
1,460,144 | 1,446,419 | ||||
Buildings |
56,589,274 | 54,327,287 | ||||
Machinery and equipment |
22,004,380 | 22,117,846 | ||||
Telecommunications network facilities |
622,009,585 | 615,627,149 | ||||
Miscellaneous equipment |
2,057,414 | 2,129,950 | ||||
Total cost |
806,050,771 | 797,475,831 | ||||
Revaluation increment on land |
5,951,340 | 5,951,540 | ||||
812,002,111 | 803,427,371 | |||||
Accumulated depreciation |
||||||
Land improvements |
725,184 | 664,960 | ||||
Buildings |
12,736,584 | 11,798,454 | ||||
Machinery and equipment |
15,633,885 | 15,677,768 | ||||
Telecommunications network facilities |
442,409,554 | 425,184,711 | ||||
Miscellaneous equipment |
1,755,649 | 1,773,494 | ||||
473,260,856 | 455,099,387 | |||||
Construction in progress and advances related to acquisition of equipment |
28,554,197 | 36,021,523 | ||||
Property, plant and equipment-net |
$ | 367,295,452 | $ | 384,349,507 | ||
Pursuant to the related regulations, the Company revalued its land owned as of April 30, 2000 based on the publicly announced values as of July 1, 1999. These revaluations, which were approved by the MOA, resulted in increases in the carrying value of property, plant and equipment of $5,986,074 thousand, liabilities for land value incremental tax of $211,182 thousand, and capital surplus of $5,774,892 thousand.
The amendment to the Land Tax Act, relating to the article to permanently lower land value incremental tax, went into effect on February 1, 2005. In accordance with the lowered tax rates, the Company recomputed its land value incremental tax, and reclassified the reserve for land value incremental tax of $116,196 thousand to capital surplus.
On July 1, 1996, pursuant to the guidance in connection with the incorporation of the Company and as instructed by the ROCs Executive Yuan, the ROC Government (through the MOTC) transferred to the Company certain land and buildings with a carrying value of $120,957,303 thousand. Those properties, as of that date, were registered in the name of the ROCs National Properties Bureau (NPB). All the properties had been registered in the name of the Company.
Depreciation on property, plant and equipment for the years ended June 30, 2005 and 2004 amounted to $20,407,512 thousand and $20,438,185 thousand, respectively. No interest expense was capitalized for the six months ended June 30, 2005 and 2004.
The insurance coverage on property, plant and equipment as of June 30, 2005 aggregated $2,294,560 thousand.
- 17 -
11. | ACCRUED EXPENSES |
June 30 | ||||||
2005 |
2004 | |||||
Accrued salary and compensation |
$ | 9,227,385 | $ | 8,774,733 | ||
Accrued franchise fees |
1,237,201 | 1,237,244 | ||||
Other accrued expenses |
2,180,568 | 2,069,612 | ||||
$ | 12,645,154 | $ | 12,081,589 | |||
12. | DIVIDENDS PAYABLE |
The distribution of earnings for the year 2004 and 2003 were approved in the shareholders meeting held on June 21, 2005 and June 25, 2004, respectively. Cash dividends for the year 2004 and 2003 were $4.7 and $4.5 per shares, and amounted to $45,344,307 thousand and $43,414,762 thousand, respectively. The distributing dates were August 17, 2005 and July 19, 2004, respectively.
13. | OTHER CURRENT LIABILITIES |
June 30 | ||||||
2005 |
2004 | |||||
Advances from subscribers |
$ | 4,606,859 | $ | 3,467,507 | ||
Amounts collected in trust for others |
4,207,821 | 3,940,426 | ||||
Payables to equipment suppliers |
3,838,658 | 2,819,929 | ||||
Refundable customers deposits |
2,775,821 | 4,687,567 | ||||
Other payables |
1,312,668 | 1,344,465 | ||||
Payables to constructors suppliers |
1,198,097 | 1,020,881 | ||||
Miscellaneous |
571,743 | 746,551 | ||||
$ | 18,511,667 | $ | 18,027,326 | |||
14. | LONG-TERM LOANS (INCLUDING LONG-TERM LOANS - CURRENT PORTION) |
June 30 | ||||||
2005 |
2004 | |||||
Loan from the Common Tunnel Fund |
$ | 500,000 | $ | 700,000 | ||
Less: Current portion of long-term loans |
200,000 | 200,000 | ||||
$ | 300,000 | $ | 500,000 | |||
The loan amount of NT$0.7 billion from the Common Tunnel Fund was obtained pursuant to a long-term loan agreement with the Common Tunnel Fund managed by Ministry of Interior that allows the Company to obtain unsecured interest-free credit of NT$1 billion until March 12, 2007, with a restricted lending term of five years. The outstanding principal was payable in three annual installments (NT$0.2 billion, NT$0.2 billion and NT$0.3 billion) starting on March 12, 2005.
As of June 30, 2005, the Company had unused credit lines totaling approximately $177,200,000 thousand, which are available for short-term and long-term borrowings.
- 18 -
15. | STOCKHOLDERS EQUITY |
Under the Companys Articles of Incorporation, authorized capital is divided into 9,647,724,900 common shares and 2 preferred shares (at $10 par value per share), all of which are issued and outstanding. The Companys Articles of Incorporation and the Republic of China Telecommunications Act provide that the MOTC has the right to purchase two redeemable preferred shares (NT$10 par value) in the event its ownership in the Company falls below 50% of the outstanding common shares.
For the purpose of privatizing the company, the MOTC sold 1,109,750 thousand common shares of the Company in an international offering of securities in the form of American Depositary Shares (ADS) amounting to 110,975 thousand units (one ADS represents ten common shares) on the New York Stock Exchange in July 17, 2003.
The ADS holders generally have the same rights and obligations as other common shareholders, subject to the provision of relevant laws. The exercise of such rights and obligations shall comply with the related regulations and deposit agreement, which stipulate, among other things, that ADS holders can, through deposit agents:
a. | Exercise their voting rights; |
b. | Sell their ADSs; and |
c. | Receive dividends declared and subscribe to the issuance of new shares. |
As of June 30, 2005, therefore, the outstanding ADSs were 110,975 thousand units, which equaled approximately 1,109,749 thousand common shares and represented 11.50% of the Companys total outstanding common shares.
The MOTC, as the holder of those preferred shares is entitled to the same rights as holders of common shares and certain additional rights as specified in the Companys Articles of Incorporation as follows:
a. | The holder of the preferred shares, or its nominated representative, will act as a director and/or supervisor during the entire period in which the preferred shares are outstanding. |
b. | The holder of preferred shares has the same pre-emptive rights as holders of common shares when the Company raises capital by issuing new shares. |
c. | The holder of the preferred shares will have the right to veto on any change in the name of the Company or the nature of its business and any transfer of a substantial portion of the Companys business or property. |
d. | The holder of the preferred shares may not transfer the ownership. The Company must redeem all outstanding preferred shares within three years from the date of their issuance. |
Under the ROC Company Law, capital surplus can only be utilized to offset deficits or be declared as stock dividends. Also, such capital surplus and donations can only be declared as a stock dividend by the Company at an amount calculated in accordance with the provisions of existing regulations.
In addition, before distributing a dividend or making any other distribution to stockholders, the Company must pay all outstanding taxes, recover any past losses and set aside a legal reserve equal to 10% of its net income, and depending on its business needs or requirements, may also set aside a special reserve. The cash dividends to be distributed shall not be less than 10% of the total amount of the dividends to be distributed. In addition, if the cash dividend to be distributed is less than $0.10 per share, such cash dividend shall be distributed in the form of common shares.
- 19 -
Telecommunications service is capital-intensive and the Corporation requires capital expenditures to sustain its competitive position in a high-growth market. Therefore, the Companys dividend policy takes into account future capital expenditure outlays. In this regard, a portion of the earnings may be retained to finance these capital expenditures. The remaining earnings can then be distributed as dividends if approved by the stockholders in the following year and will be recorded in the financial statements of that year.
Furthermore, under the ROC Company Law, the appropriation for legal reserve shall be made until the accumulated reserve equals the aggregate par value of the outstanding capital stock of the Company. This reserve can only be used to offset a deficit, or when the balance is 50% of the aggregate par value of the outstanding capital stock of the Company, the Company may, at its option, declare 50% of the reserve as a stock dividend and transfer the amount to capital.
The appropriation and distributions of the 2004 earning of the Company have been approved and resolved by the stockholders in June 21, 2005, where special reserve of $4,243 thousand, 10% legal reserve of $4,987,031 thousand and cash dividends of $45,344,307 thousand ($4.7 per share). After examination by the MOA, 10% legal reserve was decreased $701 thousand, from $4,987,031 thousand to $4,986,330 thousand. The appropriation and distributions adjustments have been recorded retroactively as of December 31, 2004 under the regulations of government. (Refer to Note 3.)
Under the Integrated Income Tax System that became effective on July 1, 1998, non-corporate stockholders are allowed a tax credit for the income tax paid by the Company on earnings generated in 1999 and onwards. An Imputation Credit Account (ICA) is maintained by the Company for such income tax and the tax credit is allocated to each stockholder.
16. | PERSONNEL, DEPRECIATION AND AMORTIZATION EXPENSES |
Six Months Ended June 30, 2005 | |||||||||
Cost of Services |
Operating Expenses |
Total | |||||||
Personnel expense |
|||||||||
Salaries |
$ | 7,817,833 | $ | 4,808,808 | $ | 12,626,641 | |||
Insurance |
289,692 | 186,218 | 475,910 | ||||||
Pension |
1,417,963 | 880,180 | 2,298,143 | ||||||
Other compensation |
2,903,717 | 1,760,618 | 4,664,335 | ||||||
12,429,205 | 7,635,824 | 20,065,029 | |||||||
Depreciation expense |
19,247,995 | 1,159,517 | 20,407,512 | ||||||
Amortization expense |
135,663 | 53,826 | 189,489 | ||||||
$ | 31,812,863 | $ | 8,849,167 | $ | 40,662,030 | ||||
Six Months Ended June 30, 2004 | |||||||||
Cost of Services |
Operating Expenses |
Total | |||||||
Personnel expense |
|||||||||
Salaries |
$ | 7,763,949 | $ | 4,638,968 | $ | 12,402,917 | |||
Insurance |
288,107 | 181,736 | 469,843 | ||||||
Pension |
679,675 | 411,754 | 1,091,429 | ||||||
Other compensation |
2,939,892 | 1,760,573 | 4,700,465 | ||||||
11,671,623 | 6,993,031 | 18,664,654 | |||||||
Depreciation expense |
19,337,819 | 1,100,366 | 20,438,185 | ||||||
Amortization expense |
73,047 | 62,745 | 135,792 | ||||||
$ | 31,082,489 | $ | 8,156,142 | $ | 39,238,631 | ||||
- 20 -
17. | INCOME TAX |
a. | A reconciliation between income tax expense computed by applying the statutory income tax rate of 25% and income tax payable shown in the statements of income is as follows: |
Six Months Ended June 30 |
||||||||
2005 |
2004 |
|||||||
Income tax expense computed at statutory income tax rate of 25% |
$ | 7,455,284 | $ | 8,005,568 | ||||
Add (deduct) tax effect of: |
||||||||
Permanent differences |
(99,536 | ) | (39,704 | ) | ||||
Timing differences |
(152,696 | ) | (664,407 | ) | ||||
Investment tax credits |
(1,518,053 | ) | (1,680,469 | ) | ||||
Income tax payable |
$ | 5,684,999 | $ | 5,620,988 | ||||
b. | Income tax expense consisted of the following: |
Six Months Ended June 30 | |||||||
2005 |
2004 | ||||||
Income tax payable |
$ | 5,684,999 | $ | 5,620,988 | |||
Separated income tax |
41,858 | 21,261 | |||||
Income tax - deferred |
(229,298 | ) | 115 | ||||
Adjustments of prior years income tax |
(4,750 | ) | | ||||
Income tax expense |
$ | 5,492,809 | $ | 5,642,364 | |||
The balance of income tax payable at June 30, 2005 and 2004 were shown net of prepaid income tax.
c. | Deferred income tax assets (liabilities) consist of the following: |
June 30 |
||||||||
2005 |
2004 |
|||||||
Current |
||||||||
Deferred income tax assets: |
||||||||
Accrued pension cost |
$ | 12,507,506 | $ | 12,012,728 | ||||
Provision for doubtful receivables |
302,845 | 950,016 | ||||||
Other |
85,717 | 60,150 | ||||||
12,896,068 | 13,022,894 | |||||||
Less: Valuation allowance |
(302,845 | ) | (950,016 | ) | ||||
12,593,223 | 12,072,878 | |||||||
Deferred income tax liability: |
||||||||
Unrealized foreign exchange gain |
(73,964 | ) | (2,303 | ) | ||||
Net deferred income tax assets |
$ | 12,519,259 | $ | 12,070,575 | ||||
Noncurrent deferred income tax assets: |
||||||||
Unrealized losses on disposal of property, plant and equipment |
$ | | $ | 14,256 | ||||
d. | The related information under the Integrated Income Tax System is as follows: |
June 30 | ||||||
2005 |
2004 | |||||
Balance of Imputation Credit Account (ICA) |
$ | 11,364,834 | $ | 13,576,082 | ||
- 21 -
The estimated ICA rate for the year ended December 31, 2004 and the actual ICA rate for the year ended December 31, 2003 were 22.40% and 27.68%, respectively. The credit available for allocation to the stockholders is calculated on the basis of the balance of ICA on the date of distribution of dividends. Accordingly, the estimated rate as of December 31, 2004 may differ from the actual rate determined based on the balance of the ICA on the dividend distribution date.
e. | Undistributed earnings information |
As of June 30, 2005 and 2004, the Companys undistributed earnings generated in June 30, 1998 and onward were $32,336 thousand for both years.
Income tax returns through the year ended December 31, 2004 had been examined by the tax authorities.
18. | EARNINGS PER SHARE |
Amount (Numerator) |
Weighted- average |
Net Income per Share (Dollars) | ||||||||||||
Income Before Income Tax |
Net Income |
Income Before Income Tax |
Net Income | |||||||||||
Six months ended June 30, 2005 |
||||||||||||||
Net income |
$ | 29,821,176 | $ | 24,328,367 | ||||||||||
Basic net income per share |
9,647,725 | $ | 3.09 | $ | 2.52 | |||||||||
Six months ended June 30, 2004 |
||||||||||||||
Net income |
$ | 32,022,312 | $ | 26,379,948 | ||||||||||
Basic net income per share |
9,647,725 | $ | 3.32 | $ | 2.73 | |||||||||
19. | PENSION PLAN |
The Company has different pension plans for its employees depending on their classifications. In general, the employees pension entitlement is based on MOTC regulations, Labor Law and/or the private pension plan of the Company.
The funding of the pension plan for employees classified as staff is based on the budget approved by the Legislative Yuan and a supplementary budget approved by the Executive Yuan. The staff pension fund is administered by a pension fund committee and deposited in its name in a commercial bank. The pension plan for employees classified as workers is funded monthly at 15% or less of their wages and is also administered by a pension committee and deposited in its name in the Central Trust of China.
The Labor Pension Act of ROC is effective beginning July 1, 2005 and this pension mechanism is considered as a defined contribution plan. The employees who were subject to the Labor Standards Law prior to the enforcement of this Act may choose to be subject to the pension mechanism under this Act or continue to remain to be subject to the pension mechanism under the Labor Standards Law. For those employees who were subject to the Labor Standards Law prior to July 1, 2005 and still work for the same company after July 1, 2005 and choose to be subject to the pension mechanism under this Act, their seniority as of July 1, 2005 shall be maintained. The rate of contribution by an employer to the Labor Pension Fund per month shall not be less than 6% of each employees monthly salary or wage.
- 22 -
Contributions and payments information are as follows:
Six Months Ended June 30 | ||||||
2005 |
2004 | |||||
Contributions |
||||||
Staff |
$ | 2,781,185 | $ | 2,089,977 | ||
Workers |
125,681 | 114,170 | ||||
Payments |
||||||
Staff |
2,078,567 | 2,067,012 | ||||
Workers |
30,572 | 44,320 |
Pension costs amounted to $2,409,284 thousand and $1,146,135 thousand for the six months ended June 30, 2005 and 2004, respectively.
20. | TRANSACTIONS WITH RELATED PARTIES |
As the Company is a state-owned enterprise, the ROC Government is one of the Companys major customers. The Company provides fixed-line services, wireless services, Internet and data and other services to the various departments and agencies of the ROC Government and other state-owned enterprises in the normal course of business and at arms-length prices. The information on service revenues from government bodies and related organizations have not been provided because details of the type of users were not maintained by the Company. The Company believes that all costs of doing business are reflected in the financial statements and that no additional expenditures will be incurred as a result of the privatization being completed.
a. | The Company engages in business transactions with the following related parties: |
Company |
Relationship | |
Taiwan International Standard Electronics (TISE) Chunghwa System Integration (CSI) | Equity-accounted investee Subsidiary of equity-accounted investee |
b. | Significant transactions with the above related parties are summarized as follows: |
June 30 | ||||||||||
2005 |
2004 | |||||||||
Amount |
% |
Amount |
% | |||||||
1) Payables |
||||||||||
Accrued expense |
||||||||||
TISE |
$ | 47,953 | | $ | 21,206 | | ||||
Payable to construction supplier (included in other current liabilities) |
||||||||||
TISE |
$ | 3,478 | | $ | 16,513 | | ||||
- 23 -
Six Months Ended June 30, June 30 | ||||||||||
2005 |
2004 | |||||||||
Amount |
% |
Amount |
% | |||||||
2) Cost of services |
||||||||||
TISE |
$ | 69,325 | | $ | 30,705 | | ||||
CSI |
15,317 | | 53,031 | | ||||||
$ | 84,642 | | $ | 83,736 | | |||||
3) Acquisition of properties |
||||||||||
TISE |
$ | 306,062 | 3 | $ | 732,440 | 8 | ||||
CSI |
205,216 | 2 | 38,831 | | ||||||
$ | 511,278 | 5 | $ | 771,271 | 8 | |||||
The foregoing acquisitions were conducted under normal commercial terms.
21. | COMMITMENTS AND CONTINGENT LIABILITIES |
As of June 30, 2005, the Companys remaining commitments under non-cancelable contracts with various parties were as follows:
a. | Acquisitions of buildings of $3,050,290 thousand. |
b. | Acquisitions of telecommunications equipment of $15,204,895 thousand. |
c. | Unused letters of credit of approximately $6,275,822 thousand. |
d. | Contracts to print billing, envelops and telephone directories of approximately $312,250 thousand. |
e. | The Company also has non-cancelable operating leases covering certain buildings, computers, computer peripheral equipment and operating system software under contracts that expire in various years. Minimum rental commitments under those leases are as follows: |
Year |
Amount | ||
The six months ended December 31, 2005 |
$ | 687,649 | |
2006 |
1,137,334 | ||
2007 |
782,369 | ||
2008 |
456,826 | ||
2009 and thereafter |
206,585 |
f. | A commitment to contribute $2,500,000 thousand to a Fixed Line Fund administered by the Ministry of Interior Affairs and Taiwan Power Company, of which $1,000,000 thousand has been contributed by the Company on June 30, 1995. If the balance of the Fixed Line Fund is not sufficient for its purpose, the above three parties will determine when to raise additional funds and how much is the contribution from each party. |
g. | A commitment to contribute $2,000,000 thousand to a Piping Fund administered by the Taipei City Government, of which $1,000,000 thousand was contributed by the Company on August 15, 1996. |
- 24 -
h. | A portion of the land used by the Company during the period July 1, 1996 to December 31, 2004 was co-owned by the Company and Chunghwa Post Co., Ltd. (the former Directorate General of Postal Service). In accordance with the pay order dated July 12, 2005 from the Taiwan Taipei District Court, the Company is required to reimburse Chunghwa Post Co., Ltd. in the amount of $767,852 thousand for land usage compensation due to the portion of land usage area in excess of the Companys ownership and along with interest calculated at 5% interest rate from June 30, 2005 to the payment date. However, the Company believes that the computation used to derive the land usage compensation amount is inaccurate because most of the compensation amount has expired as result of the expiration clause. Therefore, the Company has filed an appeal at the Taiwan Taipei District court on July 29, 2005. |
22. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
a. | Derivative financial instruments |
The Company entered into derivative financial instrument transactions to manage exposures related to foreign-currency denominated payable fluctuation. There were no foreign currency forward exchange contracts outstanding as of June 30, 2005 and 2004.
1) | Transaction risk |
a) | Credit risk |
The Company is exposed to credit risk in the event of non-performance of the counter parties to forward contracts on domestic maturities. In order to manage this risk, the Company conducts transactions only with domestic financial institutions with good credit ratings. As a result, no material losses resulting from counter party defaults are anticipated.
b) | Market risk |
Market risk is the exposure created by potential exposures to changes of foreign exchange rate related to its foreign-currency-denominated assets and/or liabilities and changes on interest rates related to its obligations.
c) | Liquidation risk and cash flow risk |
The Company entered into foreign currency forward exchange contracts to hedge its exposure to the effect of exchange rate fluctuations on net liabilities. At the maturity of the contracts, the Company has sufficient cash to cover the cash out, therefore the Company believes there are no significant liquidation risk and cash flow risk.
2) | Transaction gains and losses |
Net exchange loss for the six months ended June 30, 2004 was $26,784 thousand.
- 25 -
b. | Fair value of non-derivative financial instruments |
June 30 | ||||||||||||
2005 |
2004 | |||||||||||
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value | |||||||||
Nonderivative financial instruments | ||||||||||||
Assets |
||||||||||||
Cash and cash equivalents |
$ | 51,393,824 | $ | 51,393,824 | $ | 42,826,224 | $ | 42,826,224 | ||||
Short-term investments |
14,518,307 | 14,518,307 | 2,302,171 | 2,302,171 | ||||||||
Trade notes and accounts receivable, net |
12,211,196 | 12,211,196 | 14,391,648 | 14,391,648 | ||||||||
Other current monetary assets |
1,752,041 | 1,752,041 | 1,970,177 | 1,970,177 | ||||||||
Investments in unconsolidated companies and funds |
6,099,131 | 5,919,501 | 5,520,151 | 5,793,542 | ||||||||
Refundable deposits |
1,354,325 | 1,354,325 | 1,099,467 | 1,099,467 | ||||||||
Overdue receivables, net |
394,340 | 394,340 | 708,979 | 708,979 | ||||||||
Liabilities |
||||||||||||
Trade notes and accounts payable |
10,569,719 | 10,569,719 | 10,986,703 | 10,986,703 | ||||||||
Accrued expenses |
12,645,154 | 12,645,154 | 12,081,589 | 12,081,589 | ||||||||
Dividend payable |
45,344,307 | 45,344,307 | 43,414,762 | 43,414,762 | ||||||||
Long-term loans - current portion |
200,000 | 200,000 | 200,000 | 200,000 | ||||||||
Long-term loans |
300,000 | 300,000 | 500,000 | 500,000 | ||||||||
Customers deposits |
5,721,911 | 5,721,911 | 5,655,234 | 5,655,234 |
The Companys basis for determining the fair values is as follows:
a) | Financial instruments except those mentioned in b) and c) - the carrying values of such financial instruments reported in the balance sheet approximate the fair values of these assets. |
b) | Fair values of investments in unconsolidated companies and funds are based on the net asset values of the investments in unconsolidated companies, if quoted market prices are not available. |
c) | Long-term loans (including long-term loans - current portion). The fair value is discounted value based on projected cash flow. The projected cash flows were discounted using the maturity dates of long-term loans. |
23. | ADDITIONAL DISCLOSURES |
Following are the additional disclosures required by the SFC for the Company and its investees:
a. | Financing provided: None. |
b. | Endorsement/guarantee provided: None. |
c. | Marketable securities held: See Table 1. |
d. | Marketable securities acquired and disposed of at costs or prices at least $100 million or 20% of the paid-in capital: See Table 2. |
e. | Acquisition of individual real estate at costs of at least $100 million or 20% of the paid-in capital: See Table 3. |
f. | Disposal of individual real estate at prices of at least $100 million or 20% of the paid-in capital: None. |
g. | Total purchase from or sale to related parties amounting to at least $100 million or 20% of the paid-in capital: None. |
- 26 -
h. | Receivables from related parties amounting to $100 million or 20% of the paid-in capital: None. |
i. | Names, locations, and other information of investees on which the Company exercises significant influence: See Table 4. |
j. | Derivative financial transactions: See Note 22. |
k. | Investment in Mainland China: None. |
- 27 -
TABLE 1
CHUNGHWA TELECOM CO., LTD.
MARKETABLE SECURITIES HELD
JUNE 30, 2005
(Amounts in Thousands of New Taiwan Dollars)
No. |
Held Company Name |
Marketable Securities Type and Name |
Relationship with the |
Financial Statement Account |
June 30, 2005 |
Note | ||||||||||||||
Shares (Thousands/ Thousand Units) |
Carrying Value |
Percentage of Ownership |
Market Value or Net Asset Value |
|||||||||||||||||
0 | Chunghwa Telecom Co., Ltd. | Common stock | ||||||||||||||||||
Chunghwa Investment Co., Ltd. | Equity method investee | Investments in unconsolidated companies | 98,000 | $ | 925,719 | 49 | $ | 925,719 | Note 1 | |||||||||||
Taiwan International Standard Electronics | Equity method investee | Investments in unconsolidated companies | 1,760 | 567,456 | 40 | 792,062 | Note 1 | |||||||||||||
Taipei Financial Center | | Investments in unconsolidated companies | 288,211 | 2,529,206 | 12 | 1,927,737 | Note 2 | |||||||||||||
RPTI International | | Investments in unconsolidated companies | 9,234 | 71,500 | 12 | 107,783 | Note 2 | |||||||||||||
Siemens Telecommunication Systems | | Investments in unconsolidated companies | 75 | 5,250 | 15 | 166,200 | Note 2 | |||||||||||||
Nan Ya Plastics Corporation | Equity method investee | Short-term investment | 60 | 2,601 | | 2,699 | Note 3 | |||||||||||||
Nien Hsing Textile Co., Ltd. | Equity method investee | Short-term investment | 60 | 1,619 | | 1,666 | Note 3 | |||||||||||||
China Steel Corporation | Equity method investee | Short-term investment | 80 | 2,471 | | 2,526 | Note 3 | |||||||||||||
China Motor Corporation | Equity method investee | Short-term investment | 160 | 5,306 | | 5,368 | Note 3 | |||||||||||||
KINPO Electronics, Inc. | Equity method investee | Short-term investment | 40 | 542 | | 594 | Note 3 | |||||||||||||
D-Link Corporation | Equity method investee | Short-term investment | 120 | 4,502 | | 4,530 | Note 3 | |||||||||||||
Benq Corporation | Equity method investee | Short-term investment | 60 | 1,865 | | 1,895 | Note 3 | |||||||||||||
Inventec Corporation | Equity method investee | Short-term investment | 100 | 1,472 | | 1,474 | Note 3 | |||||||||||||
Gigabyte Technology Co., Ltd. | Equity method investee | Short-term investment | 80 | 2,803 | | 2,915 | Note 3 | |||||||||||||
Realtek Semiconductor Corp. | Equity method investee | Short-term investment | 40 | 1,304 | | 1,367 | Note 3 | |||||||||||||
Beneficiary certificates (mutual fund) | ||||||||||||||||||||
JF (Taiwan) First Bond Fund | | Short-term investment | 43,557 | 600,000 | | 600,126 | Note 3 | |||||||||||||
JF (Taiwan) Taiwan Bond Fund | | Short-term investment | 33,453 | 500,000 | | 500,100 | Note 3 | |||||||||||||
Dresdner Bond DAM Fund | | Short-term investment | 70,495 | 800,000 | | 800,028 | Note 3 | |||||||||||||
Invesco ROC Bond Fund | | Short-term investment | 68,560 | 1,000,000 | | 1,000,069 | Note 3 | |||||||||||||
ABN AMRO Bond Fund | | Short-term investment | 60,977 | 900,000 | | 900,061 | Note 3 | |||||||||||||
ABN AMRO Select Bond Fund | | Short-term investment | 99,074 | 1,100,000 | | 1,100,079 | Note 3 | |||||||||||||
PCA Well Pool Fund | | Short-term investment | 81,372 | 1,000,000 | | 1,000,033 | Note 3 | |||||||||||||
HSBC Taiwan Dragon Fund | | Short-term investment | 19,967 | 300,000 | | 302,013 | Note 3 | |||||||||||||
HSBC NTD Money Management Fund 2 | | Short-term investment | 47,108 | 650,000 | | 650,000 | Note 3 | |||||||||||||
FUBON Ju-I III Fund | | Short-term investment | 83,351 | 1,000,000 | | 1,000,000 | Note 3 | |||||||||||||
Shinkong Chi-Shin Fund | | Short-term investment | 142,404 | 2,000,000 | | 2,000,427 | Note 3 | |||||||||||||
NITC Bond Fund | | Short-term investment | 12,408 | 2,000,000 | | 2,000,000 | Note 3 | |||||||||||||
Barits Bond Fund | | Short-term investment | 33,683 | 400,000 | | 401,519 | Note 3 | |||||||||||||
Taishin Lucky Fund | Equity method investee | Short-term investment | 9,966 | 100,000 | | 100,259 | Note 3 | |||||||||||||
TIIM High Yield Fund | Equity method investee | Short-term investment | 9,902 | 120,000 | | 120,058 | Note 3 | |||||||||||||
Fuh-Hwa Albatross Fund | Equity method investee | Short-term investment | 2,719 | 30,000 | | 30,035 | Note 3 | |||||||||||||
Fubon Global Reit Fund | Equity method investee | Short-term investment | 20,000 | 200,000 | | 198,800 | Note 3 | |||||||||||||
Jih Sun Navigation No. 1 Fund | Equity method investee | Short-term investment | 5,000 | 50,050 | | 50,200 | Note 3 | |||||||||||||
HSBC Trinity Balanced Fund | Equity method investee | Short-term investment | 25,000 | 250,000 | | 250,473 | Note 3 |
(Continued)
- 28 -
No. |
Held Company Name |
Marketable Securities Type and Name |
Relationship with the |
Financial Statement Account |
June 30, 2005 |
Note | ||||||||||||||
Shares (Thousands/ Thousand Units) |
Carrying Value |
Percentage of Ownership |
Market Value or Net Asset Value |
|||||||||||||||||
Sunrise Full Return Balance Fund | Equity method investee | Short-term investment | 1,000 | $ | 10,000 | | $ | 10,020 | Note 3 | |||||||||||
JF (Taiwan) Pacific Balanced Fund | Equity method investee | Short-term investment | 10,000 | 100,000 | | 100,208 | Note 3 | |||||||||||||
Hua Nan Global Henry Fund | Equity method investee | Short-term investment | 10,000 | 100,000 | | 100,081 | Note 3 | |||||||||||||
Polaris Global Reits Fund | Equity method investee | Short-term investment | 20,000 | 200,000 | | 198,800 | Note 3 | |||||||||||||
Fiedelity Euro Bond Fund | Equity method investee | Short-term investment | 813 | 407,880 | | 392,249 | Note 3 | |||||||||||||
Credit Suisse BF (Lux) Euro | Equity method investee | Short-term investment | 28 | 407,880 | | 392,645 | Note 3 | |||||||||||||
Real estate investment trust fund | ||||||||||||||||||||
Fubon No. 1 | | Short-term investment | 10,000 | 100,000 | | 100,700 | Note 3 | |||||||||||||
Principal guarantee notes | ||||||||||||||||||||
YCHK 3M Libor PGN | Equity method investee | Short-term investment | | 100,000 | | 100,000 | Note 3 | |||||||||||||
Yuanta Nan Ya PGN | Equity method investee | Short-term investment | | 94,290 | | 94,290 | Note 3 | |||||||||||||
1 | Chunghwa Investment Co., Ltd. | Common stock | ||||||||||||||||||
Chunghwa System Integration Co., Ltd. | Subsidiary | Investments in unconsolidated companies | 60,000 | 613,914 | 100 | 613,914 | Note 1 | |||||||||||||
Chunghwa Telecom Global | Subsidiary | Investments in unconsolidated companies | 6,000 | 103,383 | 100 | 103,383 | Note 2 | |||||||||||||
Chunghwa Investment Holding Company | Subsidiary | Investments in unconsolidated companies | 589 | 8,447 | 100 | 8,447 | Note 2 | |||||||||||||
PandaMonium Company Ltd. | Equity method investee | Investments in unconsolidated companies | 602 | 18,406 | 43 | 18,406 | Note 2 | |||||||||||||
Wayia Com Inc. | | Investments in unconsolidated companies | 4,000 | 40,000 | 19 | 18,188 | Note 2 | |||||||||||||
TVbean Co. Ltd.Wayia Com Inc. | | Investments in unconsolidated companies | 1,200 | 12,000 | 9 | 10,199 | Note 2 | |||||||||||||
Vantech Software Company | | Investments in unconsolidated companies | 1,223 | 12,960 | 7 | 15,784 | Note 2 | |||||||||||||
Digimax Production Center | | Investments in unconsolidated companies | 2,000 | 60,000 | 5 | 17,996 | Note 2 | |||||||||||||
Beneficiary certification (mutual fund) | ||||||||||||||||||||
PCA Bond Fund | | Short-term investment | 3,947 | 60,191 | | 60,193 | Note 3 | |||||||||||||
PCA Well Pool Fund | | Short-term investment | 3,373 | 41,450 | | 41,451 | Note 3 | |||||||||||||
HSBC NTD Money Manager Fund 2 | | Short-term investment | 2,675 | 36,896 | | 36,916 | Note 3 | |||||||||||||
FGIT Duoli-2 Bond Fund | | Short-term investment | 3,510 | 50,327 | | 50,328 | Note 3 | |||||||||||||
Fuwha Bond Fund | | Short-term investment | 4,802 | 60,200 | | 60,202 | ||||||||||||||
Fuwha Atex Bund Fund | | Short-term investment | 3,821 | 44,225 | | 44,226 | Note 3 | |||||||||||||
Home Ren Bund Fund | | Short-term investment | 2,076 | 31,354 | | 31,405 | Note 2 | |||||||||||||
Sheng-hua 1699 Bond Fund | | Short-term investment | 2,876 | 35,000 | | 35,001 | Note 3 | |||||||||||||
Cathay Capital Income Growth Bond Fund | | Short-term investment | 6,622 | 70,930 | | 70,951 | Note 3 | |||||||||||||
Mega Diamond Bond Fund | | Short-term investment | 3,600 | 40,253 | | 40,542 | Note 3 | |||||||||||||
Cathay Bond Fund | | Short-term investment | 6,585 | 74,349 | | 74,492 | Note 3 | |||||||||||||
NITC Bond Fund | | Short-term investment | 124 | 20,000 | | 20,001 | Note 3 | |||||||||||||
FGIT Wand Tai Bond Fund | | Short-term investment | 2,194 | 30,091 | | 30,092 | Note 2 | |||||||||||||
Truswell Bond Fund | | Short-term investment | 3,194 | 40,000 | | 40,000 | Note 3 | |||||||||||||
PIIM Bond Fund | | Short-term investment | 2,800 | 40,000 | | 40,000 | Note 3 | |||||||||||||
The Forever Fund | | Short-term investment | 2,818 | 40,000 | | 40,001 | Note 3 | |||||||||||||
Polaris De-Bao Fund | | Short-term investment | 2,899 | 31,500 | | 31,500 | Note 3 | |||||||||||||
JF Taiwan Bond Fund | | Short-term investment | 2,673 | 39,954 | | 39,954 | Note 3 | |||||||||||||
Cash Reserves Capital fund | | Short-term investment | 3,489 | 40,074 | | 40,076 | Note 3 | |||||||||||||
Safe Income Capital Fund | | Short-term investment | 1,514 | 22,000 | | 22,015 | Note 3 | |||||||||||||
Cathay Ballanced Bond Fund | | Short-term investment | 1,515 | 19,000 | | 18,864 | Note 3 | |||||||||||||
HSBC Trinity Balanced Fund | | Short-term investment | 1,500 | 15,001 | | 15,029 | Note 3 |
(Continued)
- 29 -
No. |
Held Company Name |
Marketable Securities Type and Name |
Relationship with the |
Financial Statement Account |
June 30, 2005 |
Note | ||||||||||||||
Shares (Thousands/ Thousand Units) |
Carrying Value |
Percentage of Ownership |
Market Value or Net Asset Value |
|||||||||||||||||
Cathay Small Cap Growth Bond Fund | | Short-term investment | 1,626 | $ | 26,000 | | $ | 25,561 | Note 3 | |||||||||||
Cathay Technology Fund | | Short-term investment | 897 | 13,000 | | 12,722 | Note 3 | |||||||||||||
Cathay Fund | | Short-term investment | 367 | 3,000 | | 2,941 | Note 3 | |||||||||||||
Polaris Taiwan Top 50 Tracker Fund | | Short-term investment | 50 | 2,329 | | 2,350 | Note 3 | |||||||||||||
2 | Chunghwa System Integration Co., Ltd. | Beneficiary certification (mutual fund) | | |||||||||||||||||
Fubon Ju-12 Fund | | Short-term investment | 2,492 | 51,128 | | 51,128 | Note 3 | |||||||||||||
Fuh-Hua Albatross Fund | | Short-term investment | 2,830 | 31,255 | | 31,256 | Note 3 | |||||||||||||
Fuh-Hwa Bond Fund | | Short-term investment | 3,240 | 42,316 | | 42,317 | Note 3 | |||||||||||||
Cathay Capital Income Growth Bond Fund | | Short-term investment | 2,304 | 24,687 | | 24,688 | Note 3 | |||||||||||||
Cathay Bond Fund | | Short-term investment | 3,901 | 44,123 | | 44,127 | Note 3 | |||||||||||||
Home Ren Bond Fund | | Short-term investment | 1,652 | 25,000 | | 25,001 | Note 3 | |||||||||||||
HSBC NTD Money Manager Fund 2 | | Short-term investment | 5,101 | 70,377 | | 70,379 | Note 3 | |||||||||||||
Mega Diamond Bond Fund | | Short-term investment | 7,148 | 80,500 | | 80,500 | Note 3 | |||||||||||||
Turswell Bond Fund | | Short-term investment | 3,205 | 40,000 | | 40,131 | Note 3 | |||||||||||||
Polaris Fu-Li Strategic Income Fund | | Short-term investment | 959 | 10,000 | | 10,000 | Note 3 | |||||||||||||
Cathay Fund | | Short-term investment | 1,601 | 13,000 | | 12,840 | Note 3 | |||||||||||||
Cathay Small Cap Growth Bond Fund | | Short-term investment | 315 | 5,000 | | 4,953 | Note 3 | |||||||||||||
Cathay Technology Fund | | Short-term investment | 1,052 | 15,000 | | 14,920 | Note 3 | |||||||||||||
3 | Chunghwa Investment Holding Company | Common stock | ||||||||||||||||||
Donghua Telecom Co., Limited | Subsidiary | Investments in unconsolidated companies | 4,590 | 8,526 | 100 | 8,526 | Note 2 | |||||||||||||
Chunghwa Telecom (ASIA) Company | Subsidiary | Investments in unconsolidated companies | | | 100 | | Note 2 |
Note 1: The net asset values of unconsolidated companies were based on audited financial statements.
Note 2: The net asset values of unconsolidated companies were based on unaudited financial statements.
Note 3: The market value of short-term investments were based on the net asset values as of June 30, 2005 or the average price of June 2005.
- 30 -
TABLE 2
CHUNGHWA TELECOM CO., LTD.
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2005
(Amounts in Thousands of New Taiwan Dollars)
No. |
Company Name |
Marketable |
Financial Statement |
Counter- party |
Nature of Relationship |
Beginning Balance |
Acquisition |
Disposal |
Ending Balance | |||||||||||||||||||||||||||
Shares Thousand |
Amount |
Shares Thousand |
Amount |
Shares Thousand |
Amount |
Carrying Value |
Gain (Loss) on Disposal |
Shares Thousand |
Amount | |||||||||||||||||||||||||||
0 | Chunghwa Telecom Co., Ltd. | Beneficiary certificates (mutual fund) | ||||||||||||||||||||||||||||||||||
JF (Taiwan) First Bond Fund | Short-term investment | | | 43,812 | $ | 600,000 | 43,557 | $ | 600,000 | 43,812 | $ | 603,505 | $ | 600,000 | $ | 3,505 | 43,557 | $ | 600,000 | |||||||||||||||||
JF (Taiwan) Taiwan Bond Fund | Short-term investment | | | 33,652 | 500,000 | 33,453 | 500,000 | 33,652 | 502,978 | 500,000 | 2,978 | 33,453 | 500,000 | |||||||||||||||||||||||
Dresdner Bond DAM Fund | Short-term investment | | | 79,876 | 900,000 | 70,495 | 800,000 | 79,876 | 905,765 | 900,000 | 5,765 | 70,495 | 800,000 | |||||||||||||||||||||||
Invesco ROC Bond Fund | Short-term investment | | | 68,986 | 1,000,000 | 68,560 | 1,000,000 | 68,986 | 1,006,216 | 1,000,000 | 6,216 | 68,560 | 1,000,000 | |||||||||||||||||||||||
ABN AMRO Bond Fund | Short-term investment | | | 47,725 | 700,000 | 74,568 | 1,100,000 | 61,316 | 905,015 | 900,000 | 5,015 | 60,977 | 900,000 | |||||||||||||||||||||||
ABN AMRO Select Bond Fund | Short-term investment | | | 63,451 | 700,000 | 135,235 | 1,500,000 | 99,612 | 1,105,971 | 1,100,000 | 5,971 | 99,074 | 1,100,000 | |||||||||||||||||||||||
PCA Well Pool Fund | Short-term investment | | | 106,401 | 1,300,000 | 81,372 | 1,000,000 | 106,401 | 1,306,189 | 1,300,000 | 6,189 | 81,372 | 1,000,000 | |||||||||||||||||||||||
HSBC Taiwan Dragon Fund | Short-term investment | | | 19,967 | 300,000 | | | | | | | 19,967 | 300,000 | |||||||||||||||||||||||
HSBC NTD Money Management Fund 2 |
Short-term investment | | | 36,468 | 500,000 | 61,662 | 850,000 | 51,022 | 704,010 | 700,000 | 4,010 | 47,108 | 650,000 | |||||||||||||||||||||||
FUBON Ju-I III Fund | Short-term investment | | | 75,498 | 900,000 | 91,738 | 1,100,000 | 83,885 | 1,006,405 | 1,000,000 | 6,405 | 83,351 | 1,000,000 | |||||||||||||||||||||||
Shinkong Chi-Shin Fund | Short-term investment | | | 107,498 | 1,500,000 | 178,160 | 2,500,000 | 143,254 | 2,011,921 | 2,000,000 | 11,921 | 142,404 | 2,000,000 | |||||||||||||||||||||||
NITC Bond Fund | Short-term investment | | | | | 24,877 | 4,000,000 | 12,469 | 2,009,760 | 2,000,000 | 9,760 | 12,408 | 2,000,000 | |||||||||||||||||||||||
Barits Bond Fund | Short-term investment | | | | | 33,683 | 400,000 | | | | | 33,683 | 400,000 | |||||||||||||||||||||||
Taishin Lucky Fund | Short-term investment | | | | | 9,966 | 100,000 | | | | | 9,966 | 100,000 | |||||||||||||||||||||||
TIIM High Yield Fund | Short-term investment | | | | | 9,902 | 120,000 | | | | | 9,902 | 120,000 | |||||||||||||||||||||||
Fuh-Hwa Albatross Fund | Short-term investment | | | | | 2,719 | 30,000 | | | | | 2,719 | 30,000 | |||||||||||||||||||||||
Fubon Global Reit Fund | Short-term investment | | | | | 20,000 | 200,000 | | | | | 20,000 | 200,000 | |||||||||||||||||||||||
HSBC Trinity Balanced Fund | Short-term investment | | | | | 25,000 | 250,000 | | | | | 25,000 | 250,000 | |||||||||||||||||||||||
JF (Taiwan) Pacific Balanced Fund | Short-term investment | | | | | 10,000 | 100,000 | | | | | 10,000 | 100,000 | |||||||||||||||||||||||
Hua Nan Global Henry Fund | Short-term investment | | | | | 10,000 | 100,000 | | | | | 10,000 | 100,000 | |||||||||||||||||||||||
Polaris Global Reits Fund | Short-term investment | | | | | 20,000 | 200,000 | | | | | 20,000 | 200,000 | |||||||||||||||||||||||
Fidelity Euro Bond Fund | Short-term investment | | | | | 813 | 407,880 | | | | | 813 | 407,880 | |||||||||||||||||||||||
Credit Suisse BF (Lux) Euro | Short-term investment | | | | | 28 | 407,880 | | | | | 28 | 407,880 | |||||||||||||||||||||||
Real estate investment trust fund | ||||||||||||||||||||||||||||||||||||
Fubon No.1 | Short-term investment | | | | | 100,000 | 100,000 | | | | | 10,000 | 100,000 | |||||||||||||||||||||||
Real estate investment trust fund | ||||||||||||||||||||||||||||||||||||
YCHK 3M Libor Pgn | Short-term investment | | | | | | 100,000 | | | | | | 100,000 | |||||||||||||||||||||||
1 | Chunghwa Investment Co., Ltd. | Beneficiary certificates | ||||||||||||||||||||||||||||||||||
PCA Bond Fund | Short-term investment | | | 6,665 | 101,013 | 7,893 | 120,191 | 10,611 | 161,518 | 161,013 | 505 | 3,947 | 60,191 | |||||||||||||||||||||||
FGIT Duoli-2 Bond Fund | Short-term investment | | | 3,510 | 50,000 | 7,019 | 100,497 | 7,019 | 100,497 | 100,170 | 327 | 3,510 | 50,327 | |||||||||||||||||||||||
FGIT Duoli Bond Fund | Short-term investment | | | | | 7,386 | 120,000 | 7,386 | 120,169 | 120,000 | 169 | | | |||||||||||||||||||||||
Fuwha Bond Fund | Short-term investment | | | 8,330 | 103,710 | 9,604 | 120,200 | 13,132 | 164,278 | 163,710 | 568 | 4,802 | 60,200 | |||||||||||||||||||||||
Jamef Bond Fund | Short-term investment | | | 5,199 | 71,064 | 2,916 | 40,000 | 8,115 | 111,409 | 111,064 | 345 | | | |||||||||||||||||||||||
Cathay Capital Income Growth Bond Fund | Short-term investment | | | 8,523 | 90,655 | 17,012 | 181,722 | 18,913 | 202,119 | 201,447 | 672 | 6,622 | 70,930 | |||||||||||||||||||||||
Mega Diamond Bond Fund | Short-term investment | | | 13,415 | 150,000 | | | 9,815 | 110,168 | 109,747 | 421 | 3,600 | 40,253 | |||||||||||||||||||||||
NITC Bond Fund | Short-term investment | | | | | 966 | 155,000 | 842 | 135,353 | 135,000 | 353 | 124 | 20,000 | |||||||||||||||||||||||
HSBC Taiwan Dragon Fund | Short-term investment | | | 3,434 | 51,602 | 3,434 | 51,775 | 6,868 | 103,671 | 103,377 | 294 | | | |||||||||||||||||||||||
Sheng-hua 1699 Bond Fund | Short-term investment | | | | | 9,891 | 120,000 | 7,015 | 85,222 | 85,000 | 222 | 2,876 | 35,000 | |||||||||||||||||||||||
Cathay Bond Fund | Short-term investment | | | 5,339 | 60,000 | 6,585 | 74,349 | 5,339 | 60,073 | 60,000 | 73 | 6,585 | 74,349 | |||||||||||||||||||||||
2 | Chunghwa System Integration | Beneficiary certificates | ||||||||||||||||||||||||||||||||||
Co., Ltd. | Mega Diamond Bond Fund | Short-term investment | | | | | 14,289 | 160,500 | 7,141 | 80,148 | 80,000 | 418 | 7,148 | 80,500 |
- 31 -
TABLE 3
CHUNGHWA TELECOM CO., LTD.
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2005
(Amounts in Thousands of New Taiwan Dollars)
Company Name |
Property |
Transaction Date |
Transaction Amount |
Payment Term |
Counter- |
Nature of Relationship |
Prior Transactions with Related Counter-party |
Price Reference |
Purpose of Acquisition |
Other Terms | |||||||||||||||||
Owner |
Relationship |
Transfer Date |
Amount |
||||||||||||||||||||||||
Chunghwa Telecom. Co., Ltd. | Building | 2005.02.21 | $ | 473,248 | Paid | Kun-Fu Construction Co., Ltd. | None | | | | | Bidding | New office | None |
- 32 -
TABLE 4
CHUNGHWA TELECOM CO., LTD.
NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES IN WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCE FOR THE SIX MONTHS ENDED JUNE 30, 2005
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
Investor Company |
Investee Company |
Location |
Main Businesses and Products |
Original Investment Amount |
Balance as of June 30, 2005 |
Net Income (Loss) of the Investee |
Recognized Gain (Loss) |
Note | ||||||||||||||||||||||||
June 30, 2005 |
December 31, 2004 |
Shares (Thousands) |
Percentage of (%) |
Carrying Value |
||||||||||||||||||||||||||||
Chunghwa Telecom Co., Ltd. | Chunghwa Investment Co., Ltd. | 24F, No. 456, Hsinyi Rd., Sec. 4, Taipei | Investment | $ | 980,000 | $ | 980,000 | 98,000 | 49 | $ | 925,719 | $ | (6,612 | ) | $ |
(3,240 (Note 1 |
) ) |
Equity- accounted investee | ||||||||||||||
Taiwan International Standard Electronics | No. 4, Min Sheng St., Tu-Chen Taipei Hsien | Manufacturing, selling, designing and maintaining of telecommunications systems and equipment | 164,000 | 164,000 | 1,760 | 40 | 567,456 | 52,329 | |
68,222 (Note 2 |
) |
Equity- accounted investee | ||||||||||||||||||||
Chunghwa Investment Co., Ltd. | Chunghwa System Integration Co., Ltd. | 24F, No. 458, Hsinyi Rd., Sec. 4, Taipei | Integrated communication and information services | 600,000 | 600,000 | 60,000 | 100 | 613,914 | 9,894 | |
9,894 (Note 1 |
) |
Subsidiary | |||||||||||||||||||
Chunghwa Telecom Global | United States | Multinational enterprise data service, Internet gateway and voice wholesale, mobile commerce value-added services, and content services | US$ |
204,271 ( 6,000 thousand |
) |
US$ |
204,271 ( 6,000 thousand |
) |
6,000 | 100 | US$ |
103,383 ( 3,264 thousand |
) |
US$ |
(20,046 ( 633 thousand |
) ) |
(20,046 | ) | Subsidiary | |||||||||||||
Chunghwa Investment Holding Company | Brunei | Investment | US$ |
20,000 ( 589 thousand |
) |
US$ |
20,000 ( 589 thousand |
) |
589 | 100 | US$ |
8,447 ( 267 thousand |
) |
US$ |
6,148 ( 195 thousand |
) |
(6,148 | ) | Subsidiary | |||||||||||||
PandaMomum Company | British Virgin Island | Develop PandaMomum project and provide multimedia services | ¥ |
20,000 ( 65,094 thousand |
) |
¥ |
20,000 ( 65,094 thousand |
) |
602 | 43 | ¥ |
18,406 ( 63,821 thousand |
) |
¥ |
(8 ( 27 thousand |
) ) |
(3 | ) | Equity- accounted investee | |||||||||||||
Chunghwa Investment Holding Company | Donghua Telecom CO., Ltd | Hong Kong | Engage in telecom related investments, provide international private leased circuits (IPLC),internet protocol virtual private network (IPVPN), and internet transit | US$ |
20,000 ( 589 thousand |
) |
US$ |
20,000 ( 589 thousand |
) |
4,590 | 100 | US$ |
8,526 ( 269 thousand |
) |
HK$ |
(6,148 ( 1,523 thousand |
) ) |
US$ |
(6,148 ( 195 thousand |
) ) |
Subsidiary | |||||||||||
Chunghwa Telecom (ASIA) Company | Hong Kong | HK$ |
( 1 |
) |
HK$ |
( 1 |
) |
| 100 | | | | Subsidiary |
Note 1: | The equity in net income (net loss) of unconsolidated companies was based on audited financial statements. | |
Note 2: | The equity in net gain of an unconsolidated company amounted to $20,932 thousand was calculated from the audited financial statements plus a gain on realized upstream transactions of $71,865 thousand less a gain on unrealized upstream transactions of $24,575 thousand. |
- 33 -
Exhibit 2
Chunghwa Telecom Co., Ltd.
Financial Statements as of December 31, 2004 and
June 30, 2005 (Unaudited) and for Three Months and
Six Months Ended June 30, 2004 and 2005 (Unaudited)
- 34 -
CHUNGHWA TELECOM CO., LTD.
BALANCE SHEETS
(Amounts in Millions, Except Shares and Par Value Data)
December 31, 2004 |
June 30 | ||||||||||
2005 |
2005 | ||||||||||
NT$ | NT$ (Unaudited) |
US$ (Unaudited) (Note 3) | |||||||||
ASSETS | |||||||||||
CURRENT ASSETS |
|||||||||||
Cash and cash equivalents |
$ | 29,283 | $ | 51,394 | $ | 1,624 | |||||
Short-term investments |
9,115 | 14,518 | 459 | ||||||||
Trade notes and accounts receivable, net |
13,673 | 12,114 | 383 | ||||||||
Inventories, net |
1,439 | 1,939 | 61 | ||||||||
Prepaid expenses |
602 | 3,280 | 104 | ||||||||
Deferred income taxes |
17,283 | 17,530 | 554 | ||||||||
Other current assets |
1,609 | 1,876 | 59 | ||||||||
Total current assets |
73,004 | 102,651 | 3,244 | ||||||||
INVESTMENTS IN UNCONSOLIDATED COMPANIES |
4,035 | 4,099 | 130 | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
311,638 | 299,662 | 9,471 | ||||||||
INTANGIBLE ASSETS |
|||||||||||
Deferred pension cost |
33,222 | 33,222 | 1,050 | ||||||||
3G concession |
10,179 | 10,106 | 319 | ||||||||
Patents and computer software, net |
207 | 176 | 6 | ||||||||
Total intangible assets |
43,608 | 43,504 | 1,375 | ||||||||
OTHER ASSETS |
|||||||||||
Deferred income taxes - non-current |
2,444 | 2,237 | 71 | ||||||||
Other |
3,692 | 3,695 | 117 | ||||||||
Total other assets |
6,136 | 5,932 | 188 | ||||||||
TOTAL |
$ | 438,421 | $ | 455,848 | $ | 14,408 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||||
CURRENT LIABILITIES |
|||||||||||
Trade notes and accounts payable |
$ | 14,484 | $ | 10,570 | $ | 334 | |||||
Income tax payable |
5,032 | 5,701 | 180 | ||||||||
Accrued expenses |
14,368 | 12,665 | 400 | ||||||||
Accrued pension liabilities |
44,252 | 44,007 | 1,391 | ||||||||
Current portion of deferred income |
2,633 | 2,434 | 77 | ||||||||
Current portion of long-term loans |
200 | 200 | 6 | ||||||||
Dividends payable |
| 45,344 | 1,433 | ||||||||
Customers deposits |
9,262 | 8,498 | 269 | ||||||||
Other current liabilities |
18,966 | 18,514 | 586 | ||||||||
Total current liabilities |
109,197 | 147,933 | 4,676 | ||||||||
OTHER LIABILITIES |
|||||||||||
Deferred income, net of current portion |
9,778 | 8,940 | 283 | ||||||||
Long-term loans |
500 | 300 | 9 | ||||||||
Other |
203 | 216 | 7 | ||||||||
Total other liabilities |
10,481 | 9,456 | 299 | ||||||||
Total liabilities |
119,678 | 157,389 | 4,975 | ||||||||
COMMITMENTS AND CONTINGENT LIABILITIES |
|||||||||||
STOCKHOLDERS EQUITY |
|||||||||||
Capital stock - NT$10 (US$0.32) par value; authorized, issued and outstanding - 9,647,724,900 common shares |
96,477 | 96,477 | 3,049 | ||||||||
Capital surplus |
136,362 | 136,565 | 4,316 | ||||||||
Retained earnings |
85,909 | 65,423 | 2,068 | ||||||||
Cumulative translation adjustments |
(5 | ) | (6 | ) | | ||||||
Total stockholders equity |
318,743 | 298,459 | 9,433 | ||||||||
TOTAL |
$ | 438,421 | $ | 455,848 | $ | 14,408 | |||||
The accompanying notes are an integral part of the financial statements.
- 35 -
CHUNGHWA TELECOM CO., LTD.
STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Shares and Per Share and Per ADS Data)
Three Months Ended June 30 |
Six Months Ended June 30 | |||||||||||||||||
2004 |
2005 |
2005 |
2004 |
2005 |
2005 | |||||||||||||
NT$ (Unaudited) |
NT$ (Unaudited) |
US$ (Unaudited) (Note 3) |
NT$ (Unaudited) |
NT$ (Unaudited) |
US$ (Unaudited) (Note 3) | |||||||||||||
SERVICE REVENUES |
$ | 46,298 | $ | 46,151 | $ | 1,459 | $ | 91,926 | $ | 90,698 | $ | 2,867 | ||||||
OPERATING COSTS AND EXPENSES |
||||||||||||||||||
Costs of services, excluding depreciation and amortization |
14,559 | 15,290 | 483 | 29,050 | 29,611 | 936 | ||||||||||||
Marketing, excluding depreciation and amortization |
4,423 | 4,906 | 155 | 9,030 | 9,268 | 293 | ||||||||||||
General and administrative, excluding depreciation and amortization |
644 | 676 | 22 | 1,335 | 1,364 | 43 | ||||||||||||
Research and development, excluding depreciation and amortization |
597 | 660 | 21 | 1,195 | 1,259 | 40 | ||||||||||||
Depreciation and amortization - costs of services |
9,604 | 9,620 | 304 | 19,216 | 19,190 | 607 | ||||||||||||
Depreciation and amortization - operating expenses |
567 | 602 | 19 | 1,158 | 1,208 | 38 | ||||||||||||
Total operating costs and expenses |
30,394 | 31,754 | 1,004 | 60,984 | 61,900 | 1,957 | ||||||||||||
INCOME FROM OPERATIONS |
15,904 | 14,397 | 455 | 30,942 | 28,798 | 910 | ||||||||||||
OTHER INCOME |
||||||||||||||||||
Interest |
82 | 134 | 4 | 115 | 216 | 7 | ||||||||||||
Equity in net income of unconsolidated companies |
19 | 84 | 3 | 24 | 65 | 2 | ||||||||||||
Other income |
599 | 815 | 26 | 1,132 | 1,575 | 50 | ||||||||||||
Total other income |
700 | 1,033 | 33 | 1,271 | 1,856 | 59 | ||||||||||||
OTHER EXPENSES |
||||||||||||||||||
Interest |
| | | | 1 | | ||||||||||||
Other expense |
104 | 55 | 2 | 106 | 115 | 4 | ||||||||||||
Total other expenses |
104 | 55 | 2 | 106 | 116 | 4 | ||||||||||||
INCOME BEFORE INCOME TAX |
16,500 | 15,375 | 486 | 32,107 | 30,538 | 965 | ||||||||||||
INCOME TAX |
2,982 | 2,585 | 82 | 5,658 | 5,680 | 180 | ||||||||||||
NET INCOME |
$ | 13,518 | $ | 12,790 | $ | 404 | $ | 26,449 | $ | 24,858 | $ | 785 | ||||||
NET INCOME PER SHARE |
$ | 1.40 | $ | 1.33 | $ | 0.04 | $ | 2.74 | $ | 2.58 | $ | 0.08 | ||||||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
9,647,724,900 | 9,647,724,900 | 9,647,724,900 | 9,647,724,900 | 9,647,724,900 | 9,647,724,900 | ||||||||||||
NET INCOME PER PRO FORMA EQUIVALENT ADS |
$ | 14.01 | $ | 13.26 | $ | 0.42 | $ | 27.41 | $ | 25.76 | $ | 0.81 | ||||||
WEIGHTED-AVERAGE NUMBER OF PRO FORMA EQUIVALENT ADSs OUTSTANDING |
964,772,490 | 964,772,490 | 964,772,490 | 964,772,490 | 964,772,490 | 964,772,490 | ||||||||||||
The accompanying notes are an integral part of the financial statements.
- 36 -
CHUNGHWA TELECOM CO., LTD.
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Amounts in Millions, Except Shares Data)
Cumulative Translation Adjustments |
Total Stockholders |
||||||||||||||||||||||||||||||
Capital Stock |
Retained Earnings |
||||||||||||||||||||||||||||||
Common Shares |
Amount |
Capital Surplus |
Legal Reserve |
Special Reserve |
Unappropriated Earnings |
Total |
|||||||||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | ||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2004 (IN NT$) |
9,647,724,900 | $ | 96,477 | $ | 136,362 | $ | 34,287 | $ | 2,676 | $ | 48,946 | $ | 85,909 | $ | (5 | ) | $ | 318,743 | |||||||||||||
Additional capital contributed by government (unaudited) |
| | (1 | ) | | | | | | (1 | ) | ||||||||||||||||||||
Additional capital contributed by the MOTC through selling shares to employees at a discounted price (unaudited) |
| | 204 | | | | | | 204 | ||||||||||||||||||||||
Appropriations and distributions of 2004 earnings (unaudited): |
|||||||||||||||||||||||||||||||
Legal reserve |
| | | 4,986 | | (4,986 | ) | | | | |||||||||||||||||||||
Special reserve |
| | | | 4 | (4 | ) | | | | |||||||||||||||||||||
Dividends declared |
| | | | | (45,344 | ) | (45,344 | ) | | (45,344 | ) | |||||||||||||||||||
Net income for the six months ended June 30, 2005 (unaudited) |
| | | | | 24,858 | 24,858 | | 24,858 | ||||||||||||||||||||||
Cumulative translation adjustment for foreign-currency investments in unconsolidated companies (unaudited) |
| | | | | | | (1 | ) | (1 | ) | ||||||||||||||||||||
BALANCE, JUNE 30, 2005 (IN NT$) (UNAUDITED) |
9,647,724,900 | $ | 96,477 | $ | 136,565 | $ | 39,273 | $ | 2,680 | $ | 23,470 | $ | 65,423 | $ | (6 | ) | $ | 298,459 | |||||||||||||
BALANCE, JUNE 30, 2005 (IN US$) (UNAUDITED) (Note 3) |
9,647,724,900 | $ | 3,049 | $ | 4,316 | $ | 1,241 | $ | 85 | $ | 742 | $ | 2,068 | $ | | $ | 9,433 | ||||||||||||||
The accompanying notes are an integral part of the financial statements.
- 37 -
CHUNGHWA TELECOM CO., LTD.
STATEMENTS OF CASH FLOWS
(Amounts in Millions)
Six Months Ended June 30 |
||||||||||||
2004 |
2005 |
2005 |
||||||||||
NT$ (Unaudited) |
NT$ (Unaudited) |
US$ (Unaudited) (Note 3) |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 26,449 | $ | 24,858 | $ | 785 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Provision for doubtful accounts |
802 | 459 | 15 | |||||||||
Depreciation and amortization |
20,374 | 20,398 | 645 | |||||||||
Net unrealized loss on short-term investments |
| 26 | 1 | |||||||||
Gain on sale of short-term investments |
| (80 | ) | (3 | ) | |||||||
Net loss on disposal of scrap inventories and property, plant and equipment |
110 | 36 | 1 | |||||||||
Equity in net income of unconsolidated companies |
(24 | ) | (65 | ) | (2 | ) | ||||||
Stock compensation expenses for shares issued to employees at a discount |
182 | 204 | 6 | |||||||||
Deferred income taxes |
12 | (40 | ) | (1 | ) | |||||||
Changes in operating assets and liabilities: |
||||||||||||
Decrease (increase) in: |
||||||||||||
Trade notes and accounts receivable |
(708 | ) | 1,103 | 35 | ||||||||
Inventories |
(589 | ) | (697 | ) | (22 | ) | ||||||
Prepaid expenses |
(2,589 | ) | (2,678 | ) | (84 | ) | ||||||
Other current assets |
(424 | ) | (270 | ) | (9 | ) | ||||||
Other assets |
923 | (46 | ) | (1 | ) | |||||||
Increase (decrease) in: |
||||||||||||
Trade notes and accounts payable |
(79 | ) | (3,717 | ) | (117 | ) | ||||||
Income tax payable |
714 | 669 | 21 | |||||||||
Accrued expenses |
(2,094 | ) | (1,703 | ) | (54 | ) | ||||||
Customers deposits |
(1,340 | ) | (764 | ) | (24 | ) | ||||||
Other current liabilities |
711 | 1,072 | 34 | |||||||||
Accrued pension liabilities |
19 | (245 | ) | (8 | ) | |||||||
Deferred income |
(1,309 | ) | (1,037 | ) | (33 | ) | ||||||
Other liabilities |
(48 | ) | 13 | | ||||||||
Net cash provided by operating activities |
41,092 | 37,496 | 1,185 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
Acquisitions of short-term investments |
(2,302 | ) | (5,349 | ) | (169 | ) | ||||||
Acquisitions of property, plant and equipment |
(9,483 | ) | (9,792 | ) | (310 | ) | ||||||
Proceeds from disposal of property, plant and equipment |
1 | | | |||||||||
Acquisitions of patents and computer software |
(52 | ) | (43 | ) | (1 | ) | ||||||
Net cash used in investing activities |
(11,836 | ) | (15,184 | ) | (480 | ) | ||||||
(Continued)
- 38 -
Six Months Ended June 30 |
|||||||||||
2004 |
2005 |
2005 |
|||||||||
NT$ | NT$ | US$ | |||||||||
(Unaudited) | (Unaudited) | (Unaudited) | |||||||||
(Note 3) | |||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|||||||||||
Payments on principal of long-term loans |
$ | | $ | (200 | ) | $ | (6 | ) | |||
Additional capital contributed by government |
17 | (1 | ) | | |||||||
Net cash provided by (used in) financing activities |
17 | (201 | ) | (6 | ) | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
29,273 | 22,111 | 699 | ||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
13,553 | 29,283 | 925 | ||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 42,826 | $ | 51,394 | $ | 1,624 | |||||
SUPPLEMENTAL INFORMATION |
|||||||||||
Interest paid |
$ | | $ | 1 | $ | | |||||
Income tax paid |
$ | 4,933 | $ | 5,051 | $ | 160 | |||||
NON-CASH FINANCING ACTIVITIES |
|||||||||||
Dividends payable |
$ | 43,415 | $ | 45,344 | $ | 1,433 | |||||
Current portion of long-term loans |
$ | 200 | $ | 200 | $ | 6 | |||||
The accompanying notes are an integral part of the financial statements. |
(Concluded | ) |
- 39 -
CHUNGHWA TELECOM CO., LTD.
NOTES TO FINANCIAL STATEMENTS
(Amounts in Millions of New Taiwan Dollars, Unless Stated Otherwise)
1. | GENERAL |
Chunghwa Telecom Co., Ltd. (Chunghwa or the Company) was incorporated on July 1, 1996 in the Republic of China (ROC) pursuant to the Telecommunications Act No. 30. The company is a company limited by shares and, prior to August 2000, was wholly owned by the Ministry of Transportation and Communications (MOTC). Prior to July 1, 1996, the current operations of Chunghwa were carried out under the Directorate General of Telecommunications (DGT). The DGT was established by the MOTC in June 1943 to take primary responsibility in the development of telecommunications infrastructure and to formulate policies related to telecommunications. On July 1, 1996, the telecom operations of the DGT were spun-off as Chunghwa continues to carry out the business and the DGT continues to be the industry regulator.
As a dominant telecommunications service provider of fixed-line and cellular telephone services, within the meaning of applicable telecommunications regulations of the ROC, the Company is subject to additional requirements imposed by the MOTC.
The MOTC is in the process of privatizing the Company by reducing the government ownership to below 50% in stages. Certain of the Companys common shares were sold, in connection with the foregoing privatization plan, in domestic public offerings at various dates from August 2000 to July 2003. Certain of the Companys common shares were also sold to its employees at various dates from October 2000 to July 2005. In July 2003, the MOTC sold the Companys common shares in an international offering of securities in the form of American Depository Shares (ADS). In August 2005, the MOTC sold 289,431,000 common shares in the ROC and 1,350,682,000 common shares in an international offering of securities in the form of ADS. As of August 2005, the MOTC owns 47.84% shares of the Company.
The Companys common shares were listed and traded on the Taiwan Stock Exchange and the New York Stock Exchange on October 27, 2000 and on July 17, 2003, respectively.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The financial statements has been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC) and, in the opinion of management, include all adjustments necessary for a fair statement of the results of operations, financial position and cash flows for each period presented. The results for interim periods are not necessarily indicative of results for the full year.
Cash Equivalents
Cash equivalents include commercial paper purchased with maturities of three months or less from the date of acquisition.
- 40 -
Short-term Investments
Short-term investments include commercial paper purchased with original maturities greater than 90 days. The Company has classified investments as held to maturity which the Company has the ability to and intends to hold to maturity. Held-to-maturity investments are reported at amortized cost with any realized gains and losses recorded in other income and expense. Investments in mutual funds, real estate investment trust funds and stocks are designated as trading and are carried at their fair value with unrealized valuation gains and losses recognized in earnings.
Employee Stock Compensation
In connection with the privatization plan of the Company, employees may be offered to purchase shares of common stock of the Company at less than fair market value. The Company records the difference between the quoted market price of the stock on the date of purchase and the purchase price as compensation expense and charges to income in the period of the purchase.
Derivative Financial Instruments
The Company enters into forward contracts to reduce its exposure to foreign currency risk and variability in operating results due to fluctuations in exchange rates underlying the value of liabilities denominated in foreign currencies until such liabilities are paid. A forward contract obligates the Company to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates. These foreign currency forward exchange contracts are denominated in the same currency in which the underlying foreign currency liabilities are denominated and bear a contract value and maturity date that approximate the value and expected settlement date, respectively, of the underlying transactions. For contracts that are designated and effective as hedges, unrealized gains and losses on open contracts at the end of each accounting period, resulting from changes in the fair value of these contracts, are recognized in earnings in the same period as gains and losses on the underlying foreign denominated receivables are recognized and generally offset. Gains and losses on forward contracts and foreign denominated liabilities are included in other income (expense), net. The Company does not enter into or hold derivatives for trading or speculative purposes and only enters into contracts with highly rated financial institutions.
Derivatives are recognized at fair value and included in either other current liabilities or other current assets on the balance sheet.
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123(R) Share-Based Payment. SFAS No. 123(R) requires that companies recognize compensation expense equal to the fair value of stock options or other share based payments for the annual reporting period that begins after June 15, 2005. SFAS No. 123(R) applies to all awards granted after June 15, 2005, and prior periods awards that are modified, repurchased, or cancelled after June 15, 2005. There is no impact to the Company as a result of this standard as the Company does not currently issue stock options to its employees or others. In May 2005, the FASB issued SFAS No. 154 Accounting Changes and Error Corrections. SFAS No. 154 requires that companies apply accounting changes and error corrections to financial statements retrospectively from previous period unless it is impracticable. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. There is no impact to the Company as a result of this standard as the Company does not currently intend to change its accounting principles, estimate or reporting entity.
- 41 -
3. | U.S. DOLLAR AMOUNTS |
The Company maintains its accounts and expresses its financial statements in New Taiwan dollars. For convenience only, U.S. dollar amounts presented in the accompanying financial statements have been translated at the noon buying rate for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York as of June 30, 2005, which was NT$31.64 to US$1.00. The convenience translations should not be construed as representations that the New Taiwan dollar amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.
4. | CASH AND CASH EQUIVALENTS |
December 31, 2004 |
June 30, 2005 | |||||
NT$ | NT$ | |||||
(Unaudited) | ||||||
Cash and bank deposits |
$ | 1,958 | $ | 2,826 | ||
Negotiable certificate of deposit |
8,900 | 15,100 | ||||
Commercial paper purchased |
18,425 | 33,468 | ||||
$ | 29,283 | $ | 51,394 | |||
5. | SHORT-TERM INVESTMENTS |
December 31, 2004 |
June 30, 2005 |
|||||||||||||
Carrying Amount |
Unrealized Gain (Loss) |
Carrying Amount |
Unrealized Gain (Loss) |
|||||||||||
NT$ | NT$ | NT$ | NT$ | |||||||||||
(Unaudited) | (Unaudited) | |||||||||||||
Open-end bond mutual fund |
$ | 8,901 | $ | 1 | $ | 14,198 | $ | (28 | ) | |||||
Principal guarantee notes |
| | 194 | | ||||||||||
Real estate investment trust fund |
| | 101 | 1 | ||||||||||
Stock |
| | 25 | 1 | ||||||||||
Repurchaseable bond |
214 | (13 | ) | | | |||||||||
$ | 9,115 | $ | (12 | ) | $ | 14,518 | $ | (26 | ) | |||||
- 42 -
6. | INVESTMENTS IN UNCONSOLIDATED COMPANIES |
The investments in unconsolidated companies comprise the following:
December 31, 2004 |
June 30, 2005 | |||||||||
Carrying Value |
% of Ownership |
Carrying Value |
% of Ownership | |||||||
NT$ | NT$ | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Equity investees: |
||||||||||
Chunghwa Investment (CHI) |
$ | 930 | 49 | $ | 926 | 49 | ||||
Taiwan International Standard Electronics (TISE) |
499 | 40 | 567 | 40 | ||||||
1,429 | 1,493 | |||||||||
Cost investees: |
||||||||||
Taipei Financial Center (TFC) |
2,530 | 12 | 2,530 | 12 | ||||||
RPTI International (RPTI) |
71 | 12 | 71 | 12 | ||||||
Siemens Telecommunication Systems (Siemens) |
5 | 15 | 5 | 15 | ||||||
2,606 | 2,606 | |||||||||
$ | 4,035 | $ | 4,099 | |||||||
TISE designs, manufactures and sells telecommunications equipment. It also provides maintenance services on such telecommunications equipment. No dividends were declared by TISE for the three months and six months ended June 30, 2004 and 2005, respectively.
CHI invests in companies engaged in telecom and software businesses. No dividends were declared by CHI for the three months and six months ended June 30, 2004 and 2005, respectively.
The Company evaluated the investments in TFC, RPTI and Siemens for investment. The investments have no quoted market values and are carried at their original costs which approximate fair value based on the net asset values on the respective companies. Dividends amounted to NT$58 million (unaudited) were declared by Siemens for the six months ended June 30, 2005.
7. | LONG-TERM LOANS (INCLUDING CURRENT PORTION OF LONG-TERM LOANS) |
December 31, 2004 |
June 30, 2005 | |||||
NT$ | NT$ | |||||
(Unaudited) | ||||||
Loan from the Common Tunnel Fund |
$ | 700 | $ | 500 | ||
Less: Current portion of long-term loans |
200 | 200 | ||||
$ | 500 | $ | 300 | |||
The loan from the Common Tunnel Fund was obtained pursuant to a long-term loan agreement with the Common Tunnel Fund managed by the Ministry of Interior that allows the Company to obtain unsecured interest-free credit until March 12, 2007. The outstanding principal was payable in three annual installments (NT$0.2 billion, NT$0.2 billion and NT$0.3 billion) starting on March 12, 2005.
As of December 31, 2004 and June 30, 2005, the Company has unused credit lines of approximately NT$190,000 million and NT$177,200 million (unaudited), which are available for short-term and long-term borrowings.
- 43 -
8. | STOCKHOLDERS EQUITY |
Under the Companys Articles of Incorporation, authorized capital is 9,647,724,900 common shares. The Companys Articles of Incorporation and the Republic of China Telecommunications Act provide that the MOTC has the right to purchase two redeemable preferred shares (NT$10 par value) in the event its ownership in the Company falls below 50% of the outstanding common shares.
The MOTC, as the holder of those preferred shares is entitled to the same rights as holders of common shares and certain additional rights as specified in the Companys Articles of Incorporation as follows:
a. | The holder of the preferred shares, or its nominated representative, will act as a director and/or supervisor during the entire period in which the preferred shares are outstanding. |
b. | The holder of preferred shares has the same pre-emptive rights as holders of common shares when the Company raises capital by issuing new shares. |
c. | The holder of the preferred shares will have the right to veto on any change in the name of the Company or the nature of its business and any transfer of a substantial portion of the Companys business or property. |
d. | The holder of the preferred shares may not transfer the ownership. The Company must redeem all outstanding preferred shares within three years from the date of their issuance. |
For the purpose of privatizing the company, the MOTC sold 1,109,750 thousand common shares of the Company in an international offering of securities in the form of American Depositary Shares (ADS) amounting to 110,975 thousand units (one ADS represents ten common shares) on the New York Stock Exchange in July 17, 2003.
The ADS holders generally have the same rights and obligations as other common shareholders, subject to the provision of relevant laws. The exercise of such rights and obligations shall comply with the related regulations and deposit agreement, which stipulate, among other things, that ADS holders can, through deposit agents; exercise their voting rights, sell their ADSs, and receive dividends declared and subscribe to the issuance of new shares.
As of December 31, 2004 and June 30, 2005, the outstanding ADSs were 110,975 thousand units, which equaled approximately 1,109,749 thousand common shares which represented 11.50% of the Companys total outstanding common shares.
Under the ROC Company Law, capital surplus may only be utilized to offset deficits or be declared as stock dividends. Also, such capital surplus can only be declared as a stock dividend by the Company at an amount calculated in accordance with the provisions of existing regulations.
In addition, before distributing a dividend or making any other distribution to stockholders, the Company must pay all outstanding taxes, recover any past losses and set aside a legal reserve equal to 10% of its net income, and, depending on its business needs or requirements, may also set aside a special reserve. The cash dividends to be distributed shall not be less than 10% of the total amount of dividends to be distributed. If the cash dividend to be distributed is less than NT$0.10 per share, such cash dividend shall be distributed in the form of common shares.
Under the ROC Company Law, the appropriation for legal reserve shall be made until the accumulated reserve equals the aggregate par value of the outstanding capital stock of the Company. This reserve can only be used to offset a deficit, or when reaching 50% of the aggregate par value of the outstanding capital stock of the Company, up to 50% of the reserve may, at the option of the Company, be declared as a stock dividend and transferred to capital.
- 44 -
The appropriation and distributions of the 2004 earnings of the Company have been approved and resolved by the stockholders, for special reserve of $4 million (unaudited), 10% legal reserve of NT$4,986 million (unaudited) and cash dividends of NT$45,344 million (NT$4.7 per share) (unaudited).
The MOTC, in connection with the privatization plan of the Company, sold shares of stock at discounted prices, to employees at various times from October 2000 to October 31, 2003. The employees purchased the common shares at discounts of 10% and 20% in consideration for their commitment to hold the common shares for two and three years (the holding periods), respectively. In circumstances wherein the employees took advantage of such discounts, the common shares are held by an escrow agent on behalf of the employees/stockholders. There are no circumstances under which the MOTC or the Company would be required to repurchase these common shares. Also, the employees are not required to remain employed with the Company during the duration of the holding periods.
The MOTC, in connection with the compensation of the employees, sold to employees 3,286,907 shares from February 27, 2004 to March 9, 2004, 14,579 shares from May 31, 2004 to June 18, 2004, 382,083 shares from June 30, 2005 to July 6, 2004, 5,098,515 shares from November 30 to December 8, 2004 and 3,681,307 shares from March 31, 2005 to April 8 for total consideration of NT$33 million, NT$0.1 million, NT$4 million, NT$50 million and NT$37 million, respectively. The terms of the offers for the share purchases provided that employees purchase common shares from the above offering and hold the shares for one to three years. Such common shares, pursuant to the Enforcement Rule of the Statute Governing Privatization of State-Owned Enterprises, were sold at par value (NT$10). The employees are not required to remain employed with the Company during the duration of the holding periods. The Company has recognized NT$204 million (unaudited) as compensation expense for the shares purchased by employees that were subject to par value for the six months ended June 30, 2005, respectively.
From June 30, 2005 to July 6, 2005, the MOTC, in connection with the compensation of the employees, sold to employees 445,661 shares at par value for total consideration of NT$4 million (unaudited), and the company has recognized NT$25 million (unaudited) as compensation expense in July, 2005.
9. | PENSION PLAN |
Pension costs amounted to NT$1,112 million (unaudited) and NT$1,332 million (unaudited) for the three months ended June 30, 2004 and 2005, respectively, and NT$2,223 million (unaudited) and NT$2,662 million (unaudited) for the six months ended June 30, 2004 and 2005, respectively. The Companys contributions to the retirement plan were NT$1,623 million (unaudited) and NT$870 million (unaudited) for the three months ended June 30, 2004 and 2005, and NT$2,204 million (unaudited) and NT$2,907 million (unaudited) for the six months ended June 30, 2004 and 2005, respectively.
10. | COMMITMENTS AND CONTINGENT LIABILITIES |
As of June 30, 2005, the Company had remaining commitments under non-cancelable contracts with various parties as follows: (a) acquisitions of land and buildings of NT$3,050 million (unaudited), and (b) acquisitions of telecommunications equipment of NT$15,205 million (unaudited).
- 45 -
The Company also has non-cancelable operating leases covering certain buildings, computers, computer peripheral equipment and operating system software under contracts that expire in various years. Minimum rental commitments under those leases are as follows:
June 30, 2005 | |||
NT$ | |||
(Unaudited) | |||
Within the following year |
$ | 1,223 | |
During the second year |
1,058 | ||
During the third year |
563 | ||
During the fourth year |
336 | ||
During the fifth year and thereafter |
130 | ||
$ | 3,310 | ||
As of June 30, 2005, the Company had unused letters of credit of NT$6,276 million (unaudited).
The Company has a commitment to contribute NT$2,500 million to a Fixed Line Fund administered by the Ministry of Interior Affairs and Taiwan Power Company, of which NT$1,000 million was contributed by the Company on June 30, 1995. If the balance of the Fixed Line Fund is not sufficient for its purpose, the above three parties will determine when to raise additional funds and the contribution amounts from each party. In addition, the Company has a commitment to contribute NT$2,000 million to a Piping Fund administered by the Taipei City Government, of which NT$1,000 million was contributed by the Company on August 15, 1996.
A portion of the land used by the Company during the period of July 1, 1996 to December 31, 2004 was co-own by the Company and Chunghwa Post Co., Ltd. (the former Directorate General of Postal Service). In accordance with the pay order dated July 12, 2005 from the Taiwan Taipei District Court, the Company is required to reimburse Chunghwa Post Co., Ltd. in the amount of $768 million for land usage compensation due to the portion of land usage area in excess of the Companys ownership along with interest calculated at 5% interest rate from June 30, 2005 to the payment date. However, the Company believes that the computation used to derive the land usage compensation amount is inaccurate because most of the compensation amount has expired as a result of the expiration clause. Therefore, the Company has filed an appeal at the Taiwan Taipei District court on July 29, 2005.
11. | LITIGATION |
The Company is involved in various legal proceedings of a nature considered normal to its business. It is the Companys policy to accrue for amounts related to these legal matters when it is probable that a liability has been incurred and the amount is reasonably estimable.
The Company believes that the various asserted claims and litigation in which it is involved will not materially affect its financial position, future operating results or cash flows, although no assurance can be given with respect to the ultimate outcome of any such claim or litigation.
- 46 -
12. | INFORMATION ON FINANCIAL INSTRUMENTS |
a. | Derivative financial instruments |
The Company enters into forward contracts to reduce its exposure to foreign currency risk and variability in operating results due to fluctuations in exchange rates underlying the value of liabilities denominated in foreign currencies until such liabilities are paid. There were no foreign currency forward exchange contracts outstanding as of June 30, 2005. The net realized exchange loss for the six months ended June 30, 2004 was of NT$27 million (unaudited).
b. | Non-derivative financial instruments are as follows: |
December 31, 2004 |
June 30, 2005 | |||||||||||
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value | |||||||||
NT$ | NT$ | NT$ | NT$ | |||||||||
(Unaudited) | (Unaudited) | |||||||||||
Assets |
||||||||||||
Cash and cash equivalents |
$ | 29,283 | $ | 29,283 | $ | 51,394 | $ | 51,394 | ||||
Short-term investment |
9,115 | 9,115 | 14,518 | 14,518 | ||||||||
Investments in unconsolidated companies, Accounted for using the equity method |
1,429 | 1,767 | 1,493 | 1,718 | ||||||||
Refundable deposits (included in other assets - other) |
3,357 | 3,357 | 3,354 | 3,354 | ||||||||
Liabilities |
||||||||||||
Customers deposits |
9,262 | 7,771 | 8,498 | 7,089 | ||||||||
Long-term loans (including current portion of long-term loans) |
700 | 700 | 500 | 500 |
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
1) | Cash and cash equivalents. The carrying amounts approximate fair values because of the short maturity of those instruments. |
2) | Short-term investments. The carrying amounts approximate fair values because of the short maturity of those instruments. |
3) | Investments in unconsolidated companies, accounted for using the equity method. The fair value is based on net asset values of the investments in unconsolidated companies if quoted market prices are not available. |
4) | Refundable deposits. The carrying amounts approximate fair values as the average lease term associated with these deposits is approximately one year. |
5) | Customers deposits. The fair value is the discounted value based on projected cash flow. The projected cash flows were discounted using the average expected customer service periods. |
6) | Long-term loans (including current portion). The fair value is discounted value based on projected cash flow. The projected cash flows were discounted using the maturity dates of long-term loans. |
- 47 -
13. | SEGMENT REPORTING |
Operating segments are defined as components of an enterprise regarding which separate financial information is available for regular evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.
The Company organizes its business segments based on the various types of telecommunications services provided to customers. The major business segments operated by the Company are classified as below:
| Local operations - the provision of local telephone services; |
| DLD operations - the provision of domestic long distance call services; |
| ILD operations - the provision of international long distance call services; |
| Cellular operations - the provision of cellular and related services; |
| Paging operations - the provision of paging and related services; |
| Internet and data operations - the provision of Internet access, lease line, and related services; |
| All other operations - the services other than the above six categories, such as carrying out project research and providing training. |
The operating segments are managed separately as each operating segment represents a strategic business unit that serves different markets. All the operating segments of the Company have been aggregated into the above reportable segments.
The Company evaluates performance based on several factors using information prepared on the ROC government regulations basis. The information below is provided on this basis with a summary of US GAAP adjustments to reconcile to the amounts presented in the statement of operations. The Company does not allocate interest and other income, interest expense or taxes to operating segments, nor does the Companys chief operating decision maker evaluate operating segments on these criteria. Except as discussed above, the accounting policies for segment reporting are the same as for the company as a whole. The Companys primary measure of segment profit is based on income or loss from operations.
a. | Business segments: |
As of and for the three months ended June 30, 2004 (unaudited)
Fixed-line |
Cellular Service |
Paging |
Internet and Data |
All Other |
Total |
|||||||||||||||||||||||||||
Local |
DLD |
ILD |
||||||||||||||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||||||||
Service revenues for reportable segments |
$ | 15,026 | $ | 3,497 | $ | 3,969 | $ | 17,622 | $ | 82 | $ | 12,687 | $ | 674 | $ | 53,557 | ||||||||||||||||
Elimination of intersegment amount |
(4,188 | ) | (544 | ) | | (258 | ) | (1 | ) | (2,563 | ) | (1 | ) | (7,555 | ) | |||||||||||||||||
US GAAP adjustments |
377 | (19 | ) | (23 | ) | (32 | ) | | | (7 | ) | 296 | ||||||||||||||||||||
Total service revenues from external customers |
$ | 11,215 | $ | 2,934 | $ | 3,946 | $ | 17,332 | $ | 81 | $ | 10,124 | $ | 666 | $ | 46,298 | ||||||||||||||||
Operating costs and expenses, excluding depreciation and amortization |
$ | 8,609 | $ | 1,228 | $ | 2,616 | $ | 7,435 | $ | 68 | $ | 5,756 | $ | (217 | ) | $ | 25,495 | |||||||||||||||
Elimination of intersegment amount |
(1,014 | ) | (907 | ) | (724 | ) | (2,770 | ) | (17 | ) | (2,047 | ) | (76 | ) | (7,555 | ) | ||||||||||||||||
US GAAP adjustments |
457 | 10 | 22 | 175 | 1 | 179 | (70 | ) | 774 | |||||||||||||||||||||||
$ | 8,052 | $ | 331 | $ | 1,914 | $ | 4,840 | $ | 52 | $ | 3,888 | $ | (363 | ) | 18,714 | |||||||||||||||||
Unallocated corporate amount |
1,509 | |||||||||||||||||||||||||||||||
Total operating costs and expenses, excluding depreciation and amortization |
$ | 20,223 | ||||||||||||||||||||||||||||||
(Continued) |
- 48 -
Fixed-line |
Cellular Service |
Paging |
Internet and Data |
All Other |
Total |
|||||||||||||||||||||||||||
Local |
DLD |
ILD |
||||||||||||||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||||||||
Depreciation and amortization |
$ | 5,160 | $ | 214 | $ | 185 | $ | 1,527 | $ | 80 | $ | 3,143 | $ | (63 | ) | $ | 10,246 | |||||||||||||||
US GAAP adjustments |
(55 | ) | (2 | ) | (3 | ) | (13 | ) | (1 | ) | (25 | ) | | (99 | ) | |||||||||||||||||
$ | 5,105 | $ | 212 | $ | 182 | $ | 1,514 | $ | 79 | $ | 3,118 | $ | (63 | ) | 10,147 | |||||||||||||||||
Unallocated corporate amount |
24 | |||||||||||||||||||||||||||||||
Total depreciation and amortization |
$ | 10,171 | ||||||||||||||||||||||||||||||
Income from operations |
$ | 1,257 | $ | 2,055 | $ | 1,168 | $ | 8,660 | $ | (66 | ) | $ | 3,788 | $ | 954 | $ | 17,816 | |||||||||||||||
Elimination of intersegment amount |
(3,174 | ) | 363 | 724 | 2,512 | 16 | (516 | ) | 75 | | ||||||||||||||||||||||
US GAAP adjustments |
(25 | ) | (27 | ) | (42 | ) | (194 | ) | | (154 | ) | 63 | (379 | ) | ||||||||||||||||||
$ | (1,942 | ) | $ | 2,391 | $ | 1,850 | $ | 10,978 | $ | (50 | ) | $ | 3,118 | $ | 1,092 | 17,437 | ||||||||||||||||
Unallocated corporate amount |
(1,533 | ) | ||||||||||||||||||||||||||||||
Total income from operations |
$ | 15,904 | ||||||||||||||||||||||||||||||
Segment income before income tax |
$ | 1,361 | $ | 2,119 | $ | 1,143 | $ | 8,610 | $ | (66 | ) | $ | 3,889 | $ | 931 | $ | 17,987 | |||||||||||||||
Elimination of intersegment amount |
(3,174 | ) | 363 | 724 | 2,512 | 16 | (516 | ) | 75 | | ||||||||||||||||||||||
US GAAP adjustments |
122 | (24 | ) | (35 | ) | (76 | ) | | (103 | ) | 36 | (80 | ) | |||||||||||||||||||
$ | (1,691 | ) | $ | 2,458 | $ | 1,832 | $ | 11,046 | $ | (50 | ) | $ | 3,270 | $ | 1,042 | 17,907 | ||||||||||||||||
Unallocated corporate amount |
(1,407 | ) | ||||||||||||||||||||||||||||||
Total segment income before income tax |
$ | 16,500 | ||||||||||||||||||||||||||||||
As of and for the three months ended June 30, 2005 (unaudited)
Fixed-line |
Cellular Service |
Paging |
Internet and Data |
All Other |
Total |
|||||||||||||||||||||||||||
Local |
DLD |
ILD |
||||||||||||||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||||||||
Service revenues for reportable segments |
$ | 14,015 | $ | 3,341 | $ | 3,649 | $ | 18,512 | $ | 37 | $ | 13,880 | $ | 796 | $ | 54,230 | ||||||||||||||||
Elimination of intersegment amount |
(3,911 | ) | (583 | ) | | (264 | ) | | (3,571 | ) | (7 | ) | (8,336 | ) | ||||||||||||||||||
US GAAP adjustments |
328 | (4 | ) | (5 | ) | (56 | ) | | 1 | (7 | ) | 257 | ||||||||||||||||||||
Total service revenues from external customers |
$ | 10,432 | $ | 2,754 | $ | 3,644 | $ | 18,192 | $ | 37 | $ | 10,310 | $ | 782 | $ | 46,151 | ||||||||||||||||
Operating costs and expenses, excluding depreciation and amortization |
$ | 8,713 | $ | 1,155 | $ | 2,590 | $ | 8,702 | $ | 44 | $ | 6,437 | $ | 287 | $ | 27,928 | ||||||||||||||||
Elimination of intersegment amount |
(926 | ) | (792 | ) | (795 | ) | (3,183 | ) | (7 | ) | (2,531 | ) | (104 | ) | (8,338 | ) | ||||||||||||||||
US GAAP adjustments |
319 | 6 | 13 | 51 | | 89 | (24 | ) | 454 | |||||||||||||||||||||||
$ | 8,106 | $ | 369 | $ | 1,808 | $ | 5,570 | $ | 37 | $ | 3,995 | $ | 159 | 20,044 | ||||||||||||||||||
Unallocated corporate amount |
1,488 | |||||||||||||||||||||||||||||||
Total operating costs and expenses, excluding depreciation and amortization |
$ | 21,532 | ||||||||||||||||||||||||||||||
Depreciation and amortization |
$ | 4,857 | $ | 183 | $ | 190 | $ | 1,849 | $ | 71 | $ | 3,157 | $ | (23 | ) | $ | 10,284 | |||||||||||||||
US GAAP adjustments |
(51 | ) | (2 | ) | (3 | ) | (16 | ) | | (27 | ) | | (99 | ) | ||||||||||||||||||
$ | 4,806 | $ | 181 | $ | 187 | $ | 1,833 | $ | 71 | $ | 3,130 | $ | (23 | ) | 10,185 | |||||||||||||||||
Unallocated corporate amount |
37 | |||||||||||||||||||||||||||||||
Total depreciation and amortization |
$ | 10,222 | ||||||||||||||||||||||||||||||
Income from operations |
$ | 445 | $ | 2,003 | $ | 869 | $ | 7,961 | $ | (78 | ) | $ | 4,286 | $ | 532 | $ | 16,018 | |||||||||||||||
Elimination of intersegment amount |
(2,985 | ) | 209 | 795 | 2,919 | 7 | (1,040 | ) | 97 | 2 | ||||||||||||||||||||||
US GAAP adjustments |
60 | (8 | ) | (15 | ) | (91 | ) | | (61 | ) | 17 | (98 | ) | |||||||||||||||||||
$ | (2,480 | ) | $ | 2,204 | $ | 1,649 | $ | 10,789 | $ | (71 | ) | $ | 3,185 | $ | 646 | 15,922 | ||||||||||||||||
Unallocated corporate amount |
(1,525 | ) | ||||||||||||||||||||||||||||||
Total income from operations |
$ | 14,397 | ||||||||||||||||||||||||||||||
Segment income before income tax |
$ | 582 | $ | 2,060 | $ | 936 | $ | 8,177 | $ | (78 | ) | $ | 4,424 | $ | 508 | $ | 16,609 | |||||||||||||||
Elimination of intersegment amount |
(2,985 | ) | 209 | 795 | 2,919 | 7 | (1,040 | ) | 97 | 2 | ||||||||||||||||||||||
US GAAP adjustments |
178 | (15 | ) | (28 | ) | (128 | ) | | (31 | ) | (6 | ) | (30 | ) | ||||||||||||||||||
$ | (2,225 | ) | $ | 2,254 | $ | 1,703 | $ | 10,968 | $ | (71 | ) | $ | 3,353 | $ | 599 | 16,581 | ||||||||||||||||
Unallocated corporate amount |
(1,206 | ) | ||||||||||||||||||||||||||||||
Total segment income before income tax |
$ | 15,375 | ||||||||||||||||||||||||||||||
- 49 -
As of and for the six months ended June 30, 2004 (unaudited)
Fixed-line |
Cellular Service |
Paging |
Internet and Data |
All Other |
Total |
|||||||||||||||||||||||||||
Local |
DLD |
ILD |
||||||||||||||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||||||||
Service revenues for reportable segments |
$ | 29,765 | $ | 7,095 | $ | 7,662 | $ | 35,120 | $ | 171 | $ | 24,951 | $ | 1,273 | $ | 106,037 | ||||||||||||||||
Elimination of intersegment amount |
(8,197 | ) | (1,168 | ) | | (496 | ) | (1 | ) | (5,009 | ) | (1 | ) | (14,872 | ) | |||||||||||||||||
US GAAP adjustments |
785 | (17 | ) | (21 | ) | 28 | | | (14 | ) | 761 | |||||||||||||||||||||
Total service revenues from external customers |
$ | 22,353 | $ | 5,910 | $ | 7,641 | $ | 34,652 | $ | 170 | $ | 19,942 | $ | 1,258 | $ | 91,926 | ||||||||||||||||
Operating costs and expenses, excluding depreciation and amortization |
$ | 16,317 | $ | 2,603 | $ | 5,225 | $ | 15,576 | $ | 153 | $ | 11,049 | $ | 689 | $ | 51,612 | ||||||||||||||||
Elimination of intersegment amount |
(1,900 | ) | (1,934 | ) | (1,419 | ) | (6,118 | ) | (34 | ) | (3,325 | ) | (142 | ) | (14,872 | ) | ||||||||||||||||
US GAAP adjustments |
1,084 | 29 | 53 | 272 | 3 | 454 | 11 | 1,906 | ||||||||||||||||||||||||
$ | 15,501 | $ | 698 | $ | 3,859 | $ | 9,730 | $ | 122 | $ | 8,178 | $ | 558 | 38,646 | ||||||||||||||||||
Unallocated corporate amount |
1,964 | |||||||||||||||||||||||||||||||
Total operating costs and expenses, excluding depreciation and amortization |
$ | 40,610 | ||||||||||||||||||||||||||||||
Depreciation and amortization |
$ | 10,167 | $ | 442 | $ | 341 | $ | 2,848 | $ | 157 | $ | 6,300 | $ | 270 | $ | 20,525 | ||||||||||||||||
US GAAP adjustments |
(112 | ) | (5 | ) | (5 | ) | (26 | ) | (2 | ) | (50 | ) | | (200 | ) | |||||||||||||||||
$ | 10,055 | $ | 437 | $ | 336 | $ | 2,822 | $ | 155 | $ | 6,250 | $ | 270 | 20,325 | ||||||||||||||||||
Unallocated corporate amount |
49 | |||||||||||||||||||||||||||||||
Total depreciation and amortization |
$ | 20,374 | ||||||||||||||||||||||||||||||
Income from operations |
$ | 3,281 | $ | 4,050 | $ | 2,096 | $ | 16,696 | $ | (139 | ) | $ | 7,602 | $ | 314 | $ | 33,900 | |||||||||||||||
Elimination of intersegment amount |
(6,297 | ) | 766 | 1,419 | 5,622 | 33 | (1,684 | ) | 141 | | ||||||||||||||||||||||
US GAAP adjustments |
(187 | ) | (41 | ) | (69 | ) | (218 | ) | (1 | ) | (404 | ) | (25 | ) | (945 | ) | ||||||||||||||||
$ | (3,203 | ) | $ | 4,775 | $ | 3,446 | $ | 22,100 | $ | (107 | ) | $ | 5,514 | $ | 430 | 32,955 | ||||||||||||||||
Unallocated corporate amount |
(2,013 | ) | ||||||||||||||||||||||||||||||
Total income from operations |
$ | 30,942 | ||||||||||||||||||||||||||||||
Segment income before income tax |
$ | 3,315 | $ | 4,154 | $ | 2,126 | $ | 16,682 | $ | (140 | ) | $ | 7,735 | $ | 273 | $ | 34,145 | |||||||||||||||
Elimination of intersegment amount |
(6,297 | ) | 766 | 1,419 | 5,622 | 33 | (1,684 | ) | 141 | | ||||||||||||||||||||||
US GAAP adjustments |
215 | (31 | ) | (49 | ) | (56 | ) | | (237 | ) | (21 | ) | (179 | ) | ||||||||||||||||||
$ | (2,767 | ) | $ | 4,889 | $ | 3,496 | $ | 22,248 | $ | (107 | ) | $ | 5,814 | $ | 393 | 33,966 | ||||||||||||||||
Unallocated corporate amount |
(1,859 | ) | ||||||||||||||||||||||||||||||
Total segment income before income tax |
$ | 32,107 | ||||||||||||||||||||||||||||||
As of and for the six months ended June 30, 2005 (unaudited)
Fixed-line |
Cellular Service |
Paging |
Internet and Data |
All Other |
Total |
|||||||||||||||||||||||||||
Local |
DLD |
ILD |
||||||||||||||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||||||||
Service revenues for reportable segments |
$ | 27,885 | $ | 6,592 | $ | 7,229 | $ | 36,221 | $ | 80 | $ | 27,120 | $ | 1,278 | $ | 106,405 | ||||||||||||||||
Elimination of intersegment amount |
(7,873 | ) | (1,157 | ) | | (565 | ) | | (6,735 | ) | (7 | ) | (16,337 | ) | ||||||||||||||||||
US GAAP adjustments |
701 | 3 | 4 | (64 | ) | | 1 | (15 | ) | 630 | ||||||||||||||||||||||
Total service revenues from external customers |
$ | 20,713 | $ | 5,438 | $ | 7,233 | $ | 35,592 | $ | 80 | $ | 20,386 | $ | 1,256 | $ | 90,698 | ||||||||||||||||
Operating costs and expenses, excluding depreciation and amortization |
$ | 16,876 | $ | 2,324 | $ | 5,210 | $ | 16,568 | $ | 85 | $ | 12,470 | $ | 1,276 | $ | 54,809 | ||||||||||||||||
Elimination of intersegment amount |
(1,760 | ) | (1,654 | ) | (1,661 | ) | (6,246 | ) | (19 | ) | (4,799 | ) | (200 | ) | (16,339 | ) | ||||||||||||||||
US GAAP adjustments |
674 | 15 | 30 | 101 | 1 | 222 | 16 | 1,059 | ||||||||||||||||||||||||
$ | 15,790 | $ | 685 | $ | 3,579 | $ | 10,423 | $ | 67 | $ | 7,893 | $ | 1,092 | 39,529 | ||||||||||||||||||
Unallocated corporate amount |
1,973 | |||||||||||||||||||||||||||||||
Total operating costs and expenses, excluding depreciation and amortization |
$ | 41,502 | ||||||||||||||||||||||||||||||
Depreciation and amortization |
$ | 9,691 | $ | 369 | $ | 341 | $ | 3,444 | $ | 142 | $ | 6,242 | $ | 299 | $ | 20,528 | ||||||||||||||||
US GAAP adjustments |
(103 | ) | (4 | ) | (6 | ) | (32 | ) | (1 | ) | (53 | ) | | (199 | ) | |||||||||||||||||
$ | 9,588 | $ | 365 | $ | 335 | $ | 3,412 | $ | 141 | $ | 6,189 | $ | 299 | 20,329 | ||||||||||||||||||
Unallocated corporate amount |
69 | |||||||||||||||||||||||||||||||
Total depreciation and amortization |
$ | 20,398 | ||||||||||||||||||||||||||||||
Income from operations |
$ | 1,318 | $ | 3,899 | $ | 1,678 | $ | 16,209 | $ | (147 | ) | $ | 8,408 | $ | (297 | ) | $ | 31,068 | ||||||||||||||
Elimination of intersegment amount |
(6,113 | ) | 497 | 1,661 | 5,681 | 19 | (1,936 | ) | 193 | 2 | ||||||||||||||||||||||
US GAAP adjustments |
130 | (8 | ) | (20 | ) | (133 | ) | | (168 | ) | (31 | ) | (230 | ) | ||||||||||||||||||
$ | (4,665 | ) | $ | 4,388 | $ | 3,319 | $ | 21,757 | $ | (128 | ) | $ | 6,304 | $ | (135 | ) | 30,840 | |||||||||||||||
Unallocated corporate amount |
(2,042 | ) | ||||||||||||||||||||||||||||||
Total income from operations |
$ | 28,798 | ||||||||||||||||||||||||||||||
(Continued) |
- 50 -
Fixed-line |
Cellular Service |
Paging |
Internet and Data |
All Other |
Total |
|||||||||||||||||||||||||||
Local |
DLD |
ILD |
||||||||||||||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||||||||
Segment income before income tax |
$ | 1,365 | $ | 4,004 | $ | 1,727 | $ | 16,593 | $ | (148 | ) | $ | 8,598 | $ | (344 | ) | $ | 31,795 | ||||||||||||||
Elimination of intersegment amount |
(6,113 | ) | 497 | 1,661 | 5,681 | 19 | (1,936 | ) | 193 | 2 | ||||||||||||||||||||||
US GAAP adjustments |
528 | (8 | ) | (20 | ) | (131 | ) | 1 | (34 | ) | (22 | ) | 314 | |||||||||||||||||||
$ | (4,220 | ) | $ | 4,493 | $ | 3,368 | $ | 22,143 | $ | (128 | ) | $ | 6,628 | $ | (173 | ) | 32,111 | |||||||||||||||
Unallocated corporate amount |
(1,573 | ) | ||||||||||||||||||||||||||||||
Total segment income before income tax |
$ | 30,538 | ||||||||||||||||||||||||||||||
b. | Geographic information |
The users of the Companys services are mainly from Taiwan, ROC. The revenues it derived outside Taiwan are mainly interconnection fees from other telecommunication carriers. The geographic information for revenues is as follows:
Three Months Ended June 30 |
Six Months Ended June 30 | |||||||||||
2004 |
2005 |
2004 |
2005 | |||||||||
NT$ | NT$ | NT$ | NT$ | |||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
Taiwan, ROC |
$ | 44,868 | $ | 45,180 | $ | 89,106 | $ | 88,775 | ||||
Overseas |
1,430 | 971 | 2,820 | 1,923 | ||||||||
$ | 46,298 | $ | 46,151 | $ | 91,926 | $ | 90,698 | |||||
c. | Gross sales to major customers |
The Company has no single customer account representing 10% or more of its total revenues for all periods presented.
The Company has non-revenue generating office in Thailand. All non-current assets (including investments in unconsolidated companies, property, plant and equipment, intangible assets, and other assets) except for NT$0.02 million and NT$0.01 million (unaudited) at December 31, 2004 and June 30, 2005, respectively, are located in Taiwan, ROC.
- 51 -
Exhibit 3
Chunghwa Telecom Reports Operating Results for the First Half and
Second Quarter of 2005
Taipei, Taiwan, R.O.C. August 31, 2005 - Chunghwa Telecom Co., Ltd (TAIEX: 2412, NYSE: CHT) (Chunghwa or the Company), today reported revenues for the half year ending June 30 of NT$90.7 billion, net income of NT$24.9 billion and fully-diluted earnings per common share (EPS) of NT$2.58, or US$ 0.81 per ADS. The Company also reported earnings for the second quarter of 2005 with revenues of NT$46.2 billion, net income of NT$12.8 billion and earnings per share (EPS) of NT$ 1.33, or US$ 0.42 per ADS. All figures were prepared in accordance with US GAAP.
Revenues and Costs
For the first half of 2005, total revenues decreased by 1.3% year-over-year. Of the revenues from individual business segments, 36.8% was from fixed-line services, 39.3% was from wireless services and 22.5% was from Internet and data services, with the remainder from other business lines. Of the individual segments, mobile revenues increased by 2.7% while Internet and Data increased by 2.2%. Revenues from Local services decreased by 7.3%, due mainly to the decrease in dial-up minutes and mobile substitution. Revenues from DLD services decreased by 8.0% mainly due to mobile substitution. ILD revenue decreased by 5.3% due to the decline in average usage fee resulting from severe competition, however, the increase of the wholesale revenue partially offset the decline of the retail revenue. Overall, fixed line revenue decreased by 7.0% year-over-year.
For the first half 2005, operating costs and expenses increased by 1.5% year-over-year. This was mainly due to an increase in handset subsidies of NT$400 million and an increase in marketing expenses for the mobile business of NT$254 million. Pension expense also contributed NT$383 million to the increase, owing to changes in actuarial assumptions.
Total revenue for the second quarter 2005 was NT$46.2bn, a 3.6% increase quarter-over-quarter. Of this, 36.5% was from fixed-line services, 39.5% was from wireless services and 22.3% was from Internet and data services, with the remainder from others.
Total operating costs and expenses for the second quarter of 2005 were NT$31.8bn, a 5.3% increase quarter-over-quarter. This was primarily due to increase in maintenance expenses, increased marketing expenses for the mobile business, and handset subsidies.
Businesses Performance Highlights
Internet and Data Services
| Internet and data revenue for first half 2005 increased by 2.2% year-over-year to approximately NT$20.4bn. Internet and data revenue in the second quarter of 2005 was NT$10.3bn, a 2.3 % increase quarter-over-quarter. |
| The total number of internet subscribers was nearly 3.96mn as of Jun. 30, 2005, a 7.1% increase year-over-year. In the second quarter of 2005, Chunghwa added 91,000 new subscribers. |
| ADSL subscribers totaled 3.36mn as of Jun. 30, 2005, a 23.3% increase year-over-year. ADSL subscriber growth has continued and Chunghwa added 160,000 subscribers in the second quarter of 2005. |
Mobile Service
| Mobile revenue for the first half of 2005 increased by 2.7% year-over-year to NT$35.6bn. For the second quarter of 2005, mobile revenue increased by 4.6%. |
| At the end of June 2005, mobile subscribers remained at 8.1mn. The company has continued to clean up inactive prepaid subscribers to increase the quality of total subscribers. |
| Chunghwa continues to be the leading mobile operator in Taiwan in terms of both revenue and subscriber market share with 35.2% and 39.3% respectively as of the end of June 2005. |
Fixed Line Services
| Total fixed line revenues for the first half of 2005 declined by 7.0% to NT$33.4bn, due mainly to fixed line competition, mobile substitution and continuous migration of dial-up subscribers to ADSL broadband services. Fixed-line revenue for the second quarter of 2005 was NT$16.8bn, an increase of 1.7% quarter-over-quarter. |
| Chunghwas total fixed line subscriber base stood at approximately 13.3mn as of Jun. 30, 2005, an increase of 0.6% year-over-year. |
In addition to the solid performance, Chunghwa Telecom became a private company after the overwhelmingly successful ADR placement and the concurrent domestic offering. Currently, MOTC is still the major shareholder of the Company, owning 43.88% of the shares, while QFII and employees own 37.95% and 5.15% of the shares, respectively. The Company also announced that the payment date of dividend reflecting the operating results of year 2004 for ADR shareholders will be on September 12th.
Financial Statements
Financial statements and additional operational data can be found on our website at www.cht.com.tw/ir/filedownload.
About Chunghwa Telecom
Chunghwa Telecom (TAIEX 2412, NYSE: CHT) is the leading telecom service provider in Taiwan. Chunghwa Telecom provides fixed line, mobile and Internet and data services to residential and business customers in Taiwan.
Note Concerning Forward-looking Statements
Except for statements in respect of historical matters, the statements made in this press conference contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual performance, financial condition or results of operations of Chunghwa Telecom to be materially different from what may be implied by such forward-looking statements. Investors are cautioned that actual events and results could differ materially from those statements as a result of a number of factors including, among other things: extensive regulation of telecom industry; the intensely competitive telecom industry; our relationship with our labor union; general economic and political conditions, including those related to the telecom industry; possible disruptions in commercial activities caused by natural and human induced events and disasters, including terrorist activity, armed conflict and highly contagious diseases, such as SARS; and those risks identified in the section entitled Risk Factors in Chunghwa Telecoms Form F-3 filed with the U.S. Securities and Exchange Commission in connection with our U.S. secondary offering.
The financial statements included in this press conference were unaudited, and
prepared and published in accordance with U.S. GAAP. Chunghwa Telecom also prepared certain financial statements for the same periods discussed in this press conference under ROC GAAP. Investors are cautioned that there are many differences between ROC GAAP and U.S. GAAP. As a result, our results under U.S. GAAP and ROC GAAP may in many events be substantially different.
The forward-looking statements in this press conference reflect the current belief of Chunghwa Telecom as of the date of this press conference and we undertake no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such date.
For inquiries:
Fufu Shen
Investor Relations
+886 2 2344 5488
chtir@cht.com.tw