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
January 28, 2014
Chunghwa Telecom Co., Ltd.
(Translation of registrant's name into English)
21-3 Hsinyi Road Sec. 1, Taipei, Taiwan, 100 R.O.C.
(Address of principal executive offices)
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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-.
SIGNATURES
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.
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Chunghwa Telecom Co., Ltd. | ||
Date : January 28, 2014 | By: | /s/ Shu Yeh | |
Name: | Shu Yeh | ||
Title: | Senior Executive Vice President CFO | ||
Exhibit No.
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Description
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EX-99.1
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Press Release to Announce Senior Management Changes
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EX-99.2
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Press Release to Report 2014 Guidance
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Chunghwa Telecom Announces Senior Management Changes
Taipei, Taiwan, R.O.C. January 28, 2014 - Chunghwa Telecom Co., Ltd. (CHT, Chunghwa Telecom or the Company, TAIEX: 2412, NYSE: CHT) today announced that its Board of Directors has appointed Dr. Rick L. Tsai as Chairman and CEO of Chunghwa Telecom, effective immediately. Dr. Tsai replaces Dr. Yen-Sung Lee, who after serving the Company for 40 years, has chosen to retire. In addition, Dr. Shu Yeh will step down from his position as Chief Financial Officer (CFO) and Executive Vice President (EVP) upon completion of a four-year secondment from the National Taiwan University. President Mu-Piao Shih will serve as interim CFO.
Dr. Rick L. Tsai most recently served as the Chairman and Chief Executive Officer of TSMC Solar and TSMC Solid State Lighting since 2011. From 2001 to 2011, he held the following successive positions in TSMC: President and Chief Operation Officer, President and Chief Executive Officer and President of New Businesses. Before joining TSMC, Dr. Tsai was based in the United States and worked for Hewlett-Packard for several years. Dr. Tsai holds a Ph.D. in material science and engineering from Cornell University and a bachelors degree in physics from National Taiwan University.
Under Dr. Tsais co-leadership with President Shih, Chunghwa Telecom will aggressively promote LTE and fiber broadband services, lead the domestic telecom industry in developing digital convergence and become an international telecom leader.
In addition, as previously agreed upon, Dr. Shu Yeh will step down from his position as CFO and EVP on February 1st, 2014. Dr. Yeh was sent to Chunghwa Telecom from the National Taiwan University on secondment in 2010.
About Chunghwa Telecom
Chunghwa Telecom is the leading integrated telecom service provider in Taiwan. Chunghwa Telecom provides fixed line, mobile and Internet services to residential and business customers in Taiwan.
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking statements. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates and similar statements. Statements that are not historical facts, including statements about Chunghwas beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Investors are cautioned that actual events and results could differ materially from those statements as a result of a number of factors including, but not limited to the risks outlined in Chunghwas filings with the U.S. Securities and Exchange Commission on Forms F-1, F-3, 6-K and 20-F, in each case as amended. The forward-looking statements in this presentation reflect the current belief of Chunghwa as of the date of this presentation and Chunghwa undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such date, except as required under applicable law. This presentation is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.
For inquiries: |
Fu-fu Shen |
Investor Relations |
+886 2 2344 5488 |
chtir@cht.com.tw |
Chunghwa Telecom Reports 2014 Guidance |
TAIPEI, Taiwan, R.O.C. January 28, 2014 - Chunghwa Telecom Co., Ltd. (TAIEX: 2412, NYSE: CHT) (Chunghwa or the Company) today reported its guidance for 2014 on a consolidated basis. All figures were prepared in accordance with Taiwan-International Financial Reporting Standards (T-IFRSs) on a consolidated basis.
We are glad to report to you that we ended 2013 with strong operational results in both growing our mobile business and upgrading customers to higher speed services, stated Dr. Rick L. Tsai, Chairman and CEO of Chunghwa Telecom. Our chief focus for 2014 is on the seamless rollout of 4G services in the second half of the year, with the aim to be not only the first 4G operator in Taiwan, but also the best 4G operator in terms of service and network quality. Facing market saturation and competition on broadband business, we will continue to support growth through offering attractive convergence plans and facilitating higher-speed migration. Lastly, we plan to launch ground-breaking 300Mbps speed services, helping us to solidify our technological superiority and maintain our market leading position.
Total revenue in 2014 is expected to slightly increase by NT$0.23 billion, or 0.1%, to NT$228.23 billion compared to the unaudited consolidated revenue for 2013. Expected increases in revenue due to on-going promotions for mobile internet and growth in handset sales as well as ICT projects will likely be offset by expected the voice revenue decline and tariff reductions. Broadband revenue is expected to be flat year-over-year due to market competition.
Operating costs and expenses for 2014 are expected to increase by NT$4.21 billion to NT$184.70 billion. Costs of handset sold are expected to increase along with the promotion of mobile internet packages and customers migration to 3G. Increase in CAPEX for the Companys fixed and mobile broadband businesses is expected to result in higher depreciation and maintenance expenses. The 4G license acquisition will also increase amortization expenses.
Non-operating income is expected to decrease by NT$0.88 billion due to declines in both interest income and gains on disposal of financial assets. Income before income tax and comprehensive income attributable to stockholders of the parent are expected to be NT$44.20 billion and NT$35.84 billion, respectively, representing decreases of NT$4.94 billion and NT$2.86 billion, respectively. Earnings per share is expected to decrease to NT$4.62.
Not counting for the 4G license payment of NT$39.08 billion, CAPEX for 2014 is budgeted to
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increase by NT$3.72 billion year-over-year to NT$40.13 billion, primarily due to costs associated with the build-out of the 4G network, fiber broadband, mobile network, and cloud infrastructure.
2014(F) | 2013 | YoY | ||||||
(NT$ billion except EPS) | change | |||||||
(unaudited) | (%) | |||||||
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Revenue | 228.23 | 228.00 | 0.23 | 0.1 | ||||
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Operating Costs and | ||||||||
184.70 | 180.49 | 4.21 | 2.4 | |||||
Expenses | ||||||||
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Other Income and Expense | 0 | 0.8 | (0.8) | (100) | ||||
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Income from Operations | 43.53 | 47.59 | (4.06) | (8.5) | ||||
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Non-operating Income | 0.67 | 1.55 | (0.88) | (56.8) | ||||
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Income before Income Tax | 44.20 | 49.14 | (4.94) | (10.1) | ||||
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Comprehensive Income | ||||||||
attributable to stockholders | 35.84 | 38.70 | (2.86) | (7.4) | ||||
of the parent | ||||||||
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EPS(NT$) | 4.62 | 5.14 | (0.52) | (10.1) | ||||
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EBITDA | 77.10 | 79.78 | (2.68) | (3.4) | ||||
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EBITDA Margin | 33.8% | 35.0% | ||||||
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Acquisition of Material | ||||||||
40.86 | 75.64 | (34.78) | (46.0) | |||||
Assets | ||||||||
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Acquisition of Property, | ||||||||
40.13 | 36.41 | 3.72 | 10.2 | |||||
Plant and Equipment | ||||||||
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Concession | 0 | 39.08 | (39.08) | (100) | ||||
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Others | 0.73 | 0.15 | 0.58 | 386.7 | ||||
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Disposal of Material Assets | 0 | 0.04 | (0.04) | (100) | ||||
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NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates and similar statements. Statements that are not historical facts, including statements about Chunghwas beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. A
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number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Investors are cautioned that actual events and results could differ materially from those statements as a result of a number of factors including, but not limited to the risks outlined in Chunghwas filings with the U.S. Securities and Exchange Commission on Forms F-1, F-3, 6-K and 20-F, in each case as amended. The forward-looking statements in this press release reflect the current belief of Chunghwa as of the date of this press release and Chunghwa undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such date, except as required under applicable law.
This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.
NON-GAAP FINANCIAL MEASURES |
To supplement the Companys consolidated financial statements presented in accordance with
Taiwan-International Financial Reporting Standards, or T-IFRSs, Chunghwa Telecom also provides EBITDA, which is a "non-GAAP financial measure. EBITDA is defined as consolidated net income (loss) excluding (i) depreciation and amortization, (ii) total net comprehensive financing cost (which is comprised of net interest expense, exchange gain or loss, monetary position gain or loss and other financing costs and derivative transactions), (iii) net other income , (iv) income tax, (v) (income) loss from discontinued operations.
In managing the Companys business, Chunghwa Telecom relies on EBITDA as a means of assessing its operating performance because it excludes the effect of (i) depreciation and amortization, which represents a non-cash charge to earnings, (ii) certain financing costs, which are significantly affected by external factors, including interest rates, foreign currency exchange rates and inflation rates, which have little or no bearing on our operating performance, (iii) income tax (iv) other expenses or income not related to the operation of the business.
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CAUTIONS ON USE OF NON-GAAP FINANCIAL MEASURES
In addition to the consolidated financial results prepared under T-IFRS, Chunghwa Telecom also provide non-GAAP financial measures, including EBITDA. The Company believes that the non-GAAP financial measures provide investors with another method for assessing its operating results in a manner that is focused on the performance of its ongoing operations.
Chunghwa Telecoms management believes investors will benefit from greater transparency in referring to these non-GAAP financial measures when assessing the Companys operating results, as well as when forecasting and analyzing future periods. However, the Company recognizes that:·these non-GAAP financial measures are limited in their usefulness and should be considered only as a supplement to the Companys T-IFRS financial measures;·these non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the Companys T-IFRS financial measures;·these non-GAAP financial measures should not be considered to be superior to the Companys T-IFRS financial measures; and·these non-GAAP financial measures were not prepared in accordance with T-IFRS and investors should not assume that the non-GAAP financial measures presented in this earnings release were prepared under a comprehensive set of rules or principles.
Further, these non-GAAP financial measures may be unique to Chunghwa Telecom, as they may be different from non-GAAP financial measures used by other companies. As such, this presentation of non-GAAP financial measures may not enhance the comparability of the Companys results to the results of other companies. Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under T-IFRS, or as being comparable to results reported or forecasted by other companies.
A reconciliation of each non-GAAP financial measure to the most directly comparable T-IFRS financial measure or measures appears at the end of this press release.
About Chunghwa Telecom |
Chunghwa Telecom (TAIEX: 2412, NYSE: CHT) is Taiwans leading telecom service provider. The Company provides fixed-line, mobile and Internet and data services to residential and business customers in Taiwan.
Contact: | Fu-fu Shen | |
Phone: | +886 2 2344 5488 | |
Email: | chtir@cht.com.tw |
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