1934 Act Registration No. 1-15128
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 May 19, 2005
United Microelectronics Corporation
(Translation of Registrant’s Name into English)
No. 3 Li Hsin Road II
Science Park
Hsinchu, Taiwan, 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 V 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 V
(If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable )
 |
www.umc.com |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| United Microelectronics Corporation | ||||
| Date: 5/19/2005 |
By |
/s/ Stan Hung | ||
| Stan Hung | ||||
| Chief Financial Officer | ||||
|
|
www.umc.com |
Exhibit
| Exhibit |
Description | |
| 99.1 | UNITED MICROELECTRONICS CORPORATION UNAUDITED BALANCE SHEETS AS OF MARCH 31, 2005 AND 2004, AND THE UNAUDITED RELATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE THREE-MONTH PERIODS THEN ENDED WITH REVIEW REPORT OF INDEPENDENT AUDITORS. |
Exhibit 99.1
REVIEW REPORT OF INDEPENDENT ACCOUNTANTS
English Translation of a Report Originally Issued in Chinese
To the Board of Directors and Shareholders of
United Microelectronics Corporation
We have reviewed the accompanying balance sheets of United Microelectronics Corporation as of March 31, 2005 and 2004, and the related statements of income and cash flows for the three-month periods then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to issue a review report on these financial statements based on our reviews. As described in Note 4(7) to the financial statements, certain long-term investments were accounted for under the equity method based on the financial statements of the investees for the three-month periods ended March 31, 2005 and 2004, which were reviewed by other independent accountants. Our reviews insofar as it relates to the investment income amounting to NT$113 million and NT$121 million for the three-month periods ended March 31, 2005 and 2004, respectively, and the related long-term investment balances of NT$4,329 million and NT$3,983 million as of March 31, 2005 and 2004, respectively, is based solely on the review reports of the other independent accountants.
We conducted our reviews in accordance with the Statements of Auditing Standards No. 36, “Review of Financial Statements”, of the Republic of China. A review is limited primarily to applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.
Based on our reviews, we are not aware of any material modifications or adjustments that should be made to the financial statements referred to above in order for them to be in conformity with accounting principles generally accepted in the Republic of China.
As discussed in Note 3 to the financial statements, effective from January 1, 2005, United Microelectronics Corporation adopted the R.O.C. Statement of Financial Accounting Standards No. 35, “Accounting for Asset Impairment” to account for the impairment of its assets.
April 15, 2005
Taipei, Taiwan
Republic of China
Notice to Readers
The accompanying unaudited financial statements are intended only to present the financial position and 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 review such financial statements are those generally accepted and applied in the Republic of China.
1
English Translation of Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION
UNAUDITED BALANCE SHEETS
March 31, 2005 and 2004
(Expressed in Thousands of New Taiwan Dollars)
| As of March 31, |
As of March 31, |
|||||||||||||||||
| 2005 |
2004 |
2005 |
2004 |
|||||||||||||||
| Assets | Liabilities and Stockholders’ Equity | |||||||||||||||||
| Current assets |
Current liabilities |
|||||||||||||||||
| Cash and cash equivalents |
$ | 88,699,190 | $ | 87,030,499 | Short term loans |
$ | 3,857,640 | $ | — | |||||||||
| Marketable securities, net |
3,058,579 | 2,965,510 | Accounts payable |
2,548,590 | 3,714,939 | |||||||||||||
| Notes receivable |
434 | 5,794 | Accounts payable - related parties |
1,261,647 | 937,176 | |||||||||||||
| Notes receivable - related parties |
62,909 | 224,690 | Income tax payable |
60,389 | 60,389 | |||||||||||||
| Accounts receivable, net |
2,179,960 | 3,749,813 | Accrued expenses |
5,472,303 | 5,453,576 | |||||||||||||
| Accounts receivable - related parties, net |
7,068,225 | 11,585,115 | Other payables |
3,013,416 | 4,921,350 | |||||||||||||
| Other receivables |
477,942 | 465,811 | Current portion of long-term interest-bearing liabilities |
2,820,003 | 9,685,892 | |||||||||||||
| Other receivables - related parties |
5,174,071 | 25,430 | Other current liabilities |
848,048 | 1,425,513 | |||||||||||||
| Other financial assets, current |
177,666 | 1,287,837 | Total current liabilities |
19,882,036 | 26,198,835 | |||||||||||||
| Inventories, net |
6,911,727 | 8,405,611 | ||||||||||||||||
| Prepaid expenses |
857,237 | 909,988 | Long-term interest-bearing liabilities |
|||||||||||||||
| Deferred income tax assets, current |
2,478,897 | 3,323,150 | Bonds payable |
33,595,282 | 44,448,758 | |||||||||||||
| Total current assets |
117,146,837 | 119,979,248 | Long-term loans |
— | 129,958 | |||||||||||||
| Total long-term interest-bearing liabilities |
33,595,282 | 44,578,716 | ||||||||||||||||
| Funds and long-term investments |
||||||||||||||||||
| Long-term investments accounted for under the equity method |
58,878,543 | 62,898,958 | Other liabilities |
|||||||||||||||
| Long-term investments accounted for under the cost method |
7,486,812 | 10,992,888 | Accrued pension liabilities |
2,826,881 | 2,360,689 | |||||||||||||
| Total funds and long-term investments |
66,365,355 | 73,891,846 | Deposits-in |
21,582 | 7,670 | |||||||||||||
| Deferred credits - intercompany profits |
156,057 | 4,296,610 | ||||||||||||||||
| Other financial assets, non-current |
1,163,072 | 1,026,960 | Total other liabilities |
3,004,520 | 6,664,969 | |||||||||||||
| Property, plant and equipment |
Total liabilities |
56,481,838 | 77,442,520 | |||||||||||||||
| Land |
1,132,576 | 1,367,344 | ||||||||||||||||
| Buildings |
13,138,338 | 12,095,043 | Capital |
|||||||||||||||
| Machinery and equipment |
309,472,488 | 252,032,837 | Common stock |
178,285,454 | 161,407,435 | |||||||||||||
| Transportation equipment |
82,267 | 81,125 | Capital reserve |
|||||||||||||||
| Furniture and fixtures |
1,993,757 | 1,925,896 | Premiums |
47,395,875 | 41,729,589 | |||||||||||||
| Leased assets |
— | 47,783 | Change in equities of long-term investments |
20,874,775 | 21,090,567 | |||||||||||||
| Total cost |
325,819,426 | 267,550,028 | Excess from merger |
17,008,955 | 17,152,454 | |||||||||||||
| Less : Accumulated depreciation |
(212,642,025 | ) | (162,486,692 | ) | Retained earnings |
|||||||||||||
| Add : Construction in progress and prepayments |
15,706,283 | 9,494,746 | Legal reserve |
12,812,501 | 11,410,475 | |||||||||||||
| Property, plant and equipment, net |
128,883,684 | 114,558,082 | Special reserve |
90,871 | 1,346,994 | |||||||||||||
| Unappropriated earnings |
31,017,010 | 20,931,258 | ||||||||||||||||
| Intangible assets |
Adjusting items in stockholders’ equity |
|||||||||||||||||
| Patents |
— | 3,975 | Unrealized loss on long-term investments |
(9,748,953 | ) | (8,928,173 | ) | |||||||||||
| Goodwill |
1,194,009 | — | Cumulative translation adjustment |
(1,862,726 | ) | 158,896 | ||||||||||||
| Total intangible assets |
1,194,009 | 3,975 | Treasury stock |
(28,984,375 | ) | (27,410,626 | ) | |||||||||||
| Total stockholders’ equity |
266,889,387 | 238,888,869 | ||||||||||||||||
| Other assets |
||||||||||||||||||
| Deferred charges |
1,693,898 | 1,469,301 | ||||||||||||||||
| Deferred income tax assets, non-current |
4,857,007 | 3,887,754 | ||||||||||||||||
| Other assets - others |
2,067,363 | 1,514,223 | ||||||||||||||||
| Total other assets |
8,618,268 | 6,871,278 | ||||||||||||||||
| Total assets |
$ | 323,371,225 | $ | 316,331,389 | Total liabilities and stockholders’ equity |
$ | 323,371,225 | $ | 316,331,389 | |||||||||
2
English Translation of Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION
UNAUDITED STATEMENTS OF INCOME
For the three-month periods ended March 31, 2005 and 2004
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share )
| For the three-month period ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Operating revenues |
||||||||
| Sales revenues |
$ | 20,168,548 | $ | 24,692,341 | ||||
| Less : Sales returns and discounts |
(238,381 | ) | (166,401 | ) | ||||
| Net sales |
19,930,167 | 24,525,940 | ||||||
| Other operating revenues |
355,552 | 799,587 | ||||||
| Net operating revenues |
20,285,719 | 25,325,527 | ||||||
| Operating costs |
||||||||
| Cost of goods sold |
(17,275,887 | ) | (17,137,895 | ) | ||||
| Other operating costs |
(40,852 | ) | (537,935 | ) | ||||
| Operating costs |
(17,316,739 | ) | (17,675,830 | ) | ||||
| Gross profit |
2,968,980 | 7,649,697 | ||||||
| Unrealized intercompany profit |
(66,196 | ) | (144,140 | ) | ||||
| Realized intercompany profit |
154,417 | 106,702 | ||||||
| Net |
3,057,201 | 7,612,259 | ||||||
| Operating expenses |
||||||||
| Sales and marketing expenses |
(521,401 | ) | (477,603 | ) | ||||
| General and administrative expenses |
(446,735 | ) | (534,588 | ) | ||||
| Research and development expenses |
(1,786,949 | ) | (1,313,234 | ) | ||||
| Subtotal |
(2,755,085 | ) | (2,325,425 | ) | ||||
| Operating income |
302,116 | 5,286,834 | ||||||
| Non-operating income |
||||||||
| Interest revenue |
215,243 | 309,323 | ||||||
| Gain on disposal of property, plant and equipment |
30,581 | 15,630 | ||||||
| Gain on disposal of investments |
2,924,332 | 2,507,308 | ||||||
| Gain on recovery of decline in market value and obsolescence of inventories |
45,260 | — | ||||||
| Other income |
205,234 | 39,881 | ||||||
| Subtotal |
3,420,650 | 2,872,142 | ||||||
| Non-operating expenses |
||||||||
| Interest expense |
(215,313 | ) | (386,112 | ) | ||||
| Investment loss accounted for under the equity method, net |
(1,705,272 | ) | (582,269 | ) | ||||
| Loss on disposal of property, plant and equipment |
(61,845 | ) | (47,609 | ) | ||||
| Exchange loss, net |
(171,646 | ) | (41,750 | ) | ||||
| Loss on decline in market value and obsolescence of inventories |
— | (97,724 | ) | |||||
| Financial expenses |
(45,836 | ) | (62,967 | ) | ||||
| Other losses |
(4,077 | ) | (14,385 | ) | ||||
| Subtotal |
(2,203,989 | ) | (1,232,816 | ) | ||||
| Income before income tax |
1,518,777 | 6,926,160 | ||||||
| Income tax expense |
(97 | ) | (31,724 | ) | ||||
| Net income |
$ | 1,518,680 | $ | 6,894,436 | ||||
| Earnings per share-basic (NTD) |
||||||||
| Income before income tax |
$ | 0.09 | $ | 0.41 | ||||
| Net income |
$ | 0.09 | $ | 0.41 | ||||
| Earnings per share-diluted (NTD) |
||||||||
| Income before income tax |
$ | 0.09 | $ | 0.40 | ||||
| Net income |
$ | 0.09 | $ | 0.40 | ||||
| Pro forma information on earnings as if subsidiaries’ investment in the Company is not treated as treasury stock |
||||||||
| Net income |
$ | 1,518,680 | $ | 6,894,436 | ||||
| Earnings per share-basic (NTD) |
$ | 0.09 | $ | 0.40 | ||||
| Earnings per share-diluted (NTD) |
$ | 0.09 | $ | 0.39 | ||||
3
English Translation of Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION
UNAUDITED STATEMENTS OF CASH FLOWS
For the three-month periods ended March 31, 2005 and 2004
(Expressed in Thousands of New Taiwan Dollars)
| For the three-month period ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 1,518,680 | $ | 6,894,436 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Depreciation |
10,290,626 | 9,261,998 | ||||||
| Amortization |
414,499 | 273,371 | ||||||
| Bad debt expenses (reversal on allowance for doubtful accounts) |
(90,228 | ) | 59,402 | |||||
| Loss on decline in market value and obsolescence of inventories (gain on recovery of decline in market value and obsolescence of inventories) |
(45,260 | ) | 97,724 | |||||
| Investment loss accounted for under the equity method |
1,705,272 | 582,269 | ||||||
| Gain on disposal of investments |
(2,924,332 | ) | (2,507,308 | ) | ||||
| Loss on disposal of property, plant and equipment |
31,264 | 31,979 | ||||||
| Exchange gain on long-term liabilities |
(11,747 | ) | (502,578 | ) | ||||
| Amortization of bond premiums |
— | (9,151 | ) | |||||
| Loss on reacquisition of bonds |
— | 59 | ||||||
| Changes in assets and liabilities: |
||||||||
| Notes receivable |
(22,538 | ) | (119,975 | ) | ||||
| Accounts receivable |
1,492,300 | (1,478,109 | ) | |||||
| Other receivables |
(2,800 | ) | 43,554 | |||||
| Inventories |
1,676,994 | (1,135,576 | ) | |||||
| Prepaid expenses |
(613,007 | ) | (233,843 | ) | ||||
| Other financial assets |
117,139 | (124,798 | ) | |||||
| Accounts payable |
(632,990 | ) | 536,438 | |||||
| Income tax payable |
— | 10,696 | ||||||
| Accrued expenses |
(2,523,984 | ) | 921,014 | |||||
| Other current liabilities |
(156,765 | ) | 82,516 | |||||
| Compensation interest payable |
— | (126,111 | ) | |||||
| Capacity deposits |
(154,283 | ) | (34,203 | ) | ||||
| Accrued pension liabilities |
136,370 | 108,198 | ||||||
| Net cash provided by operating activities |
10,205,210 | 12,632,002 | ||||||
| Cash flows from investing activities: |
||||||||
| Increase in marketable securities, net |
— | (1,424,623 | ) | |||||
| Decrease in other financial assets, net |
299,612 | 1,125,844 | ||||||
| Acquisition of long-term investments |
(1,971,746 | ) | (3,985,597 | ) | ||||
| Proceeds from disposal of long-term investments |
3,312,944 | 347,610 | ||||||
| Acquisition of property, plant and equipment |
(3,564,479 | ) | (5,890,524 | ) | ||||
| Proceeds from disposal of property, plant and equipment |
52,544 | 58,167 | ||||||
| Increase in deferred charges |
(374,310 | ) | (112,420 | ) | ||||
| Decrease (increase) in other assets, net |
(63,327 | ) | 10,942 | |||||
| Increase in due from related parties |
(5,137,760 | ) | — | |||||
| Net cash used in investing activities |
(7,446,522 | ) | (9,870,601 | ) | ||||
4
English Translation of Financial Statements Originally Issued in Chinese
UNITED MICROELECTRONICS CORPORATION
UNAUDITED STATEMENTS OF CASH FLOWS
For the three-month periods ended March 31, 2005 and 2004
(Expressed in Thousands of New Taiwan Dollars)
(continued)
| For the three-month period ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Cash flows from financing activities: |
||||||||
| Increase in short-term loans, net |
$ | 1,953,240 | $ | — | ||||
| Repayment of long-term loans |
— | (607,950 | ) | |||||
| Redemption of bonds |
— | (7,946,942 | ) | |||||
| Reacquisition of bonds |
— | (41,392 | ) | |||||
| Decrease in deposits-in, net |
(310 | ) | (175 | ) | ||||
| Exercise of employees’ stock options |
640,243 | — | ||||||
| Net cash provided by (used in) financing activities |
2,593,173 | (8,596,459 | ) | |||||
| Net (decrease) increase in cash and cash equivalents |
5,351,861 | (5,835,058 | ) | |||||
| Cash and cash equivalents at beginning of period |
83,347,329 | 92,865,557 | ||||||
| Cash and cash equivalents at end of period |
$ | 88,699,190 | $ | 87,030,499 | ||||
| Supplemental disclosures of cash flow information: |
||||||||
| Cash paid for interest |
$ | 3,936 | $ | 176,613 | ||||
| Cash paid for income tax |
$ | 16,245 | $ | 18,587 | ||||
| Investing activities partially paid by cash: |
||||||||
| Acquisition of property, plant and equipment |
$ | 1,873,596 | $ | 6,753,934 | ||||
| Add: Payable at beginning of period |
4,704,299 | 4,057,940 | ||||||
| Less: Payable at end of period |
(3,013,416 | ) | (4,921,350 | ) | ||||
| Cash paid for acquiring property, plant and equipment |
$ | 3,564,479 | $ | 5,890,524 | ||||
| Investing and financing activities not affecting cash flows: |
||||||||
| Principal amount of exchangeable bonds exchanged by bondholders |
$ | — | $ | 3,486,803 | ||||
| Book value of reference shares delivered for exchange |
— | (1,355,001 | ) | |||||
| Elimination of related balance sheet accounts |
— | 71,808 | ||||||
| Recognition of gain on disposal of investments |
$ | — | $ | 2,203,610 | ||||
5