SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
		OR
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2008
		OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from __________ to __________
		OR
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		Date of event requiring this shell company report __________

(Exact Name of Registrant as Specified in Its Charter)

Taiwan Semiconductor Manufacturing Company Limited (Translation of Registrant’s Name Into English)		Republic of China (Jurisdiction of Incorporation or Organization)

No. 8, Li-Hsin Road 6
Hsinchu Science Park
Hsinchu, Taiwan
Republic of China
(Address of Principal Executive Offices)

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

		Name of Each Exchange
Title of Each Class		on Which Registered
Common Shares, par value NT$10.00 each		The New York Stock Exchange, Inc.*

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

     Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

     As of December 31, 2008, 25,625,437,256 Common Shares, par value NT$10 each were outstanding.

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

     If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes o No þ

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer þ          Accelerated Filer o          Non-Accelerated Filer o

     Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 þ

     If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

 

 

TABLE OF CONTENTS

Taiwan Semiconductor Manufacturing Company Limited

				Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION					1
PART I					2
ITEM 1.		IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS			2
ITEM 2.		OFFER STATISTICS AND EXPECTED TIMETABLE			2
ITEM 3.		KEY INFORMATION			2
ITEM 4.		INFORMATION ON THE COMPANY			12
ITEM 4A.		UNRESOLVED STAFF COMMENTS			22
ITEM 5.		OPERATING AND FINANCIAL REVIEWS AND PROSPECTS			22
ITEM 6.		DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			37
ITEM 7.		MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			44
ITEM 8.		FINANCIAL INFORMATION			47
ITEM 9.		THE OFFER AND LISTING			49
ITEM 10.		ADDITIONAL INFORMATION			49
ITEM 11.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS			64
ITEM 12.		DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			66
PART II					66
ITEM 13.		DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			66
ITEM 14.		MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			66
ITEM 15.		CONTROLS AND PROCEDURES			66
ITEM 16A.		AUDIT COMMITTEE FINANCIAL EXPERT			68
ITEM 16B.		CODE OF ETHICS			68
ITEM 16C.		PRINCIPAL ACCOUNTANT FEES AND SERVICES			68
ITEM 16D.		EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES			69
ITEM 16E.		PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS			69
ITEM 16F.		CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT			70
ITEM 16G.		CORPORATE GOVERNANCE			70
PART III					74
ITEM 17.		FINANCIAL STATEMENTS			74
ITEM 18.		FINANCIAL STATEMENTS			74
ITEM 19.		EXHIBITS			75
EX-3.2 RULES AND PROCEDURES OF BOARD OF DIRECTORS MEETINGS
EX-12.1 CERTIFICATION OF CEO - RULE 13A-14(A)
EX-12.2 CERTIFICATION OF CFO - RULE 13A-14(A)
EX-13.1 CERIFICATION OF CEO - RULE 13A-14(B)
EX-13.2 CERTIFICATION OF CFO - RULE 13A-14(B)
EX-99.1 CONSENT OF DELOITTE & TOUCHE

“TSMC” AND “tsmc” ARE OUR REGISTERED TRADEMARKS AND NEXSYS, 1T RAM AND VIRTUAL FAB ARE TRADEMARKS USED BY US.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     This annual report includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of U.S. securities laws. The terms “anticipates,” “expects,” “may,” “will,” “should” and other similar expressions identify forward-looking statements. These statements appear in a number of places throughout this annual report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which we operate.

     By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. Important factors that could cause those differences include, but are not limited to:

	•		the volatility of the semiconductor and microelectronics industry;
	•		overcapacity in the semiconductor industry;
	•		the increased competition from other companies and our ability to retain and increase our market share;
	•		our ability to develop new technologies successfully and remain a technological leader;
	•		our ability to maintain control over expansion and facility modifications;
	•		our ability to generate growth and profitability;
	•		our ability to hire and retain qualified personnel;
	•		our ability to acquire required equipment and supplies necessary to meet business needs;
	•		our reliance on certain major customers;
	•		the political stability of our local region; and
	•		general local and global economic conditions.

     Forward-looking statements include, but are not limited to, statements regarding our strategy and future plans, future business condition and financial results, our capital expenditure plans, our capacity management plans, expectations as to the commercial production using 45-nanometer and more advanced technologies, technological upgrades, investment in research and development, future market demand, future regulatory or other developments in our industry. Please see “Item 3. Key Information — Risk Factors” for a further discussion of certain factors that may cause actual results to differ materially from those indicated by our forward-looking statements.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

     Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

     Not applicable.

ITEM 3. KEY INFORMATION

Selected Financial and Operating Data

     The selected income statement data, cash flow data and other financial data for the years ended December 31, 2006, 2007 and 2008, and the selected balance sheet data as of December 31, 2007 and 2008, set forth below, are derived from our audited consolidated financial statements included herein, and should be read in conjunction with, and are qualified in their entirety by reference to, these consolidated financial statements, including the notes thereto. The selected income statement data, cash flow data and other financial data for the years ended December 31, 2004 and 2005 and the selected balance sheet data as of December 31, 2004, 2005 and 2006, set forth below, are derived from our audited consolidated financial statements not included herein. The consolidated financial statements have been prepared and presented in accordance with accounting principles generally accepted (“GAAP” or “R.O.C. GAAP”) in the Republic of China (“R.O.C.” or “Taiwan”), which differ in some material respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”) as further explained under note 30 to our consolidated financial statements included herein.

		Year ended and as of December 31,
		2004				2005				2006				2007				2008				2008
		NT$				NT$				NT$				NT$				NT$				US$
		(in millions, except for percentages,
		earnings per share and per ADS, and operating data)
Income Statement Data:
R.O.C. GAAP
Net sales			257,213				266,565				317,407				322,630				333,158				10,170
Cost of sales			(141,394	)			(148,362	)			(161,597	)			(180,280	)			(191,408	)			(5,843	)
Gross profit			115,819				118,203				155,810				142,350				141,750				4,327
Operating expenses			(27,337	)			(27,234	)			(28,545	)			(30,628	)			(37,315	)			(1,139	)
Income from operations			88,482				90,969				127,265				111,722				104,435				3,188
Non-operating income and gains(1) (8)			8,506				9,399				9,839				11,934				10,822				330
Non-operating expenses and losses(1) (8)			(5,022	)			(6,105	)			(3,742	)			(2,014	)			(3,785	)			(116	)
Income before income tax and minority interest			91,966				94,263				133,362				121,642				111,472				3,402
Income tax benefit (expense)			363				(630	)			(7,774	)			(11,710	)			(10,949	)			(334	)
Income before cumulative effect of changes in accounting principles			92,329				93,633				125,588				109,932				100,523				3,068
Cumulative effect of changes in accounting principles			—				—				1,607				—				—				—
Income before minority interest			92,329				93,633				127,195				109,932				100,523				3,068
Minority interest in loss (income) of subsidiaries			(13	)			(58	)			(185	)			(755	)			(590	)			(18	)
Net income attributable to shareholders of the parent			92,316				93,575				127,010				109,177				99,933				3,050
Basic earnings per share(2)			3.43				3.48				4.72				4.06				3.86				0.12
Diluted earnings per share(2)			3.43				3.48				4.72				4.06				3.83				0.12
Basic earnings per ADS equivalent(2)			17.15				17.41				23.61				20.32				19.28				0.59

		Year ended and as of December 31,
		2004				2005				2006				2007				2008				2008
		NT$				NT$				NT$				NT$				NT$				US$
		(in millions, except for percentages,
		earnings per share and per ADS, and operating data)
Diluted earnings per ADS equivalent(2)			17.15				17.40				23.59				20.30				19.14				0.58
Basic weighted average shares outstanding(2)			26,914				26,871				26,897				26,871				25,910				25,910
Diluted weighted average shares outstanding(2)			26,917				26,882				26,920				26,892				26,107				26,107
U.S. GAAP
Net sales			260,035				267,028				317,979				323,221				334,340				10,206
Cost of sales(3)			(154,785	)			(161,808	)			(179,175	)			(202,046	)			(203,734	)			(6,219	)
Operating expenses(3)			(32,191	)			(32,764	)			(37,050	)			(44,775	)			(44,424	)			(1,356	)
Income from operations			73,059				72,456				101,754				76,400				86,182				2,631
Income before income tax and minority interest			76,838				75,983				106,647				85,973				91,884				2,805
Income tax expense			(508	)			(483	)			(10,954	)			(14,012	)			(10,062	)			(307	)
Cumulative effect of changes in accounting principles			—				—				38				—				—				—
Net income			76,253				75,418				95,711				71,658				81,473				2,487
Income attributable to common shareholders			76,253				75,418				95,711				71,658				81,473				2,487
Basic earnings per share(4)			3.01				2.95				3.70				2.73				3.17				0.10
Diluted earnings per share(4)			3.01				2.95				3.69				2.72				3.15				0.10
Basic earnings per ADS equivalent(4)			15.07				14.75				18.49				13.63				15.85				0.48
Diluted earnings per ADS equivalent(4)			15.07				14.75				18.47				13.62				15.73				0.48
Basic weighted average shares outstanding(4)			25,292				25,558				25,882				26,278				25,698				25,698
Diluted weighted average shares outstanding(4)			25,296				25,569				25,905				26,299				25,894				25,894
Balance Sheet Data:
R.O.C. GAAP
Working capital(1)			120,574				177,179				213,457				201,116				195,812				5,977
Long-term investments(1)			38,058				42,383				53,895				36,461				39,982				1,220
Properties			258,911				244,823				254,094				260,252				243,645				7,437

		Year ended and as of December 31,
		2004				2005				2006				2007				2008				2008
		NT$				NT$				NT$				NT$				NT$				US$
		(in millions, except for percentages,
		earnings per share and per ADS, and operating data)
Goodwill			7,116				6,011				5,985				5,988				6,044				184
Total assets			499,454				519,510				587,485				570,865				558,917				17,061
Long term bank borrowing			1,915				663				654				1,722				1,420				43
Long-term bonds payable			19,500				19,500				12,500				12,500				4,500				137
Guaranty deposit-in and other liabilities(5)			15,079				17,986				18,333				17,251				15,817				483
Total liabilities			100,413				73,271				78,347				80,179				78,544				2,398
Capital stock			232,520				247,300				258,297				264,271				256,254				7,822
Cash dividend on common shares			12,160				46,504				61,825				77,489				76,881				2,347
Shareholders’ equity attributable to shareholders of the parent			398,965				445,631				507,981				487,092				476,377				14,541
Minority interest in subsidiaries			76				608				1,157				3,594				3,996				122
U.S. GAAP
Goodwill			46,757				46,993				46,940				46,926				47,028				1,436
Total assets			536,286				558,919				626,108				610,843				599,484				18,299
Total liabilities			108,416				80,962				92,549				94,021				84,424				2,577
Capital Stock			232,520				247,300				258,297				264,271				256,254				7,822
Shareholders’ equity attributable to common shareholders of the parent			427,125				477,297				532,403				513,228				511,089				15,601
Minority interest in subsidiaries			745				660				1,156				3,594				3,971				121

		Year ended and as of December 31,
		2004				2005				2006				2007				2008				2008
		NT$				NT$				NT$				NT$				NT$				US$
		(in millions, except for percentages,
		earnings per share and per ADS, and operating data)
Other Financial Data:
R.O.C. GAAP
Gross margin			45%				44%				49%				44%				42%				42%
Operating margin			34%				34%				40%				35%				31%				31%
Net margin			36%				35%				40%				34%				30%				30%
Capital expenditures			81,095				79,879				78,737				84,001				59,223				1,808
Depreciation and amortization			69,819				75,649				73,715				80,005				81,512				2,488
Cash provided by operating activities(1)			153,523				157,225				204,997				183,766				221,494				6,761
Cash used in investing activities(1)			(148,359	)			(77,652	)			(119,724	)			(70,689	)			(8,042	)			(245	)
Cash used in financing activities			(32,181	)			(57,969	)			(63,783	)			(135,410	)			(115,393	)			(3,522	)
Net cash inflow (outflow)			(28,687	)			22,181				21,353				(22,851	)			99,628				3,041
Operating Data:
Wafer (200mm equivalent) shipment(6)			5,008				5,622				7,215				8,005				8,467				8,467
Billing Utilization Rate(7)			105%				94%				102%				93%				88%				88%

Exchange Rates

     We publish our financial statements in New Taiwan dollars, the lawful currency of the R.O.C. In this annual report, “$”, “US$” and “U.S. dollars” mean United States dollars, the lawful currency of the United States, and “NT$” and “NT dollars” mean New Taiwan dollars. This annual report contains translations of certain NT dollar amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from NT dollars to U.S. dollars and from U.S. dollars to NT dollars were made at the noon buying rate in The City of New York for cable transfers in NT dollars per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York as of December 31, 2008, which was NT$32.76 to US$1.00 on that date. On April 10, 2009, the noon buying rate was NT$33.78 to US$1.00.

     The following table sets forth, for the periods indicated, information concerning the number of NT dollars for which one U.S. dollar could be exchanged based on the noon buying rate for cable transfers in NT dollars as certified for customs purposes by the Federal Reserve Bank of New York.

		NT dollars per U.S. dollar
		Average(1)				High				Low				Period-End
2003			34.41				34.98				33.72				33.99
2004			33.37				34.16				31.74				31.74
2005			32.16				33.77				30.65				32.80
2006			32.51				33.31				31.28				32.59
2007			32.82				33.41				32.26				32.43
2008			31.51				33.55				29.99				32.76
October 2008			32.70				33.50				32.14				32.97
November 2008			33.10				33.42				32.77				33.29
December 2008			33.11				33.55				32.45				32.76
January 2009			33.37				33.70				32.82				33.70
February 2009			34.24				35.00				33.61				35.00
March 2009			34.30				35.21				33.75				33.87
April 2009 (through April 10, 2009)			33.52				33.88				33.05				33.78

     No representation is made that the NT dollar or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or NT dollars, as the case may be, at any particular rate or at all.

Capitalization and Indebtedness

     Not applicable.

Reasons for the Offer and Use of Proceeds

     Not applicable.

Risk Factors

     We wish to caution readers that the following important factors, and those important factors described in other reports submitted to, or filed with, the Securities and Exchange Commission, among other factors, could affect our actual results and could cause our actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf and that such factors may adversely affect our business and financial status and therefore the value of your investment:

Risks Relating to Our Business

Recent global systemic economic and financial crisis could negatively affect our business, results of operations, and financial condition.

     The recent systemic economic and financial crisis that has been affecting global business, banking and financial sectors has also been affecting the semiconductor market. The recent turmoil in global markets have resulted in sharp declines in electronic products sales from which we generate our income through our goods and services. There could be a number of knock-on effects from such turmoil on our business, including significant decreases in orders from our customers; insolvency of key suppliers resulting in product delays; inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies; and counterparty failures negatively impacting our treasury operations. We currently expect revenues for the semiconductor industry as a whole to decline around 20% in 2009 which is subject to change unexpectedly in response to fluctuating global market conditions. If the global economic crisis continues unabated, we anticipate our results of operations may be materially and adversely affected.

Since we are dependent on the highly cyclical semiconductor and microelectronics industries, which have experienced significant and sometimes prolonged periods of downturns and overcapacity, our revenues, earnings and margins may fluctuate significantly.

     The semiconductor market and microelectronics industries have historically been cyclical and subject to significant and often rapid increases and decreases in product demand. Our semiconductor foundry business is affected by market conditions in such highly cyclical semiconductor and microelectronics industries. Most of our customers operate in these industries. Variations in order levels from our customers result in volatility in our revenues and earnings. From time to time, the semiconductor and microelectronics industries have experienced significant, and sometimes prolonged periods of downturns and overcapacity. The current global economic crisis has created significant volatility and uncertainty within the semiconductor and microelectronics industries which may disrupt traditional notions of cyclicality within such industries. As such, the nature, extent and scope of such periods of downturns and overcapacity may vary drastically in accordance with increasingly volatile market demand. Because we are, and will continue to be, dependent on the requirements of semiconductor and microelectronics companies for our services, periods of downturns and overcapacity in the general semiconductor and microelectronics industries lead to reduced demand for overall semiconductor foundry services, including our services. If we cannot take appropriate actions such as reducing our costs to sufficiently offset declines in demand, our revenues, margin and earnings will suffer during periods of downturns and overcapacity.

Decreases in demand and average selling prices for products that contain semiconductors may adversely affect demand for our products and may result in a decrease in our revenues and earnings.

     A vast majority of our sales revenue is derived from customers who use our services in communication devices, personal computers and consumer electronics products. Any significant decrease in the demand for the products may decrease the demand for overall global semiconductor foundry services, including our services and may adversely affect our revenues. In addition, the historical and current trend of declining average selling prices of end use applications places downward pressure on the prices of the components that go into such applications. If the average selling prices of end use applications continue decreasing, the pricing pressure on components produced by us may lead to a reduction of our revenues, margin and earnings.

If we are unable to compete effectively in the highly competitive foundry segment of the semiconductor industry, we may lose customers and our profit margin and earnings may decrease.

     The markets for our foundry services are highly competitive both in Taiwan and internationally. We compete with other dedicated foundry service providers, as well as integrated device manufacturers. Some of these companies may have access to more advanced technologies and greater financial and other resources than us, (such as the possibility of receiving direct or indirect government bailout/economic stimulus funds or other incentives that may be unavailable to us). Our competition may, from time to time, also decide to undertake aggressive pricing initiatives in one or more technology nodes. Competitive activities may decrease our customer base, or our average selling prices, or both.

If we are unable to remain a technological leader in the semiconductor industry, we may become less competitive.

     The semiconductor industry and its technologies are constantly changing. We compete by developing process technologies using increasingly smaller nodes and on manufacturing products with multiple or more advanced functions. We also develop technologies for our mainstream operations. If we do not anticipate these changes in technologies and rapidly develop new and innovative technologies or our competitors unforeseeably gain sudden access additional mainstream or more advanced technologies, we may not be able to provide foundry services on competitive terms. Although we have concentrated on maintaining a competitive edge in research and development, if we fail to achieve advances in technology or processes, or to obtain access to advanced technologies or processes developed by others, we may become less competitive.

If we are unable to manage our capacity and the streamlining of our production facilities effectively, our competitiveness may be weakened.

     We perform periodic long term market demand forecasts to estimate market and general economic conditions for our products and services. Based upon these estimates, we manage our overall capacity which may increase or decrease in accordance with market demand. Because market condition may vary significantly and unexpectedly, our market demand forecast may change significantly at any time. Further, some of our facilities shut down during periods of decreased demand may not be able to ramp up in a timely manner during periods of increased demand. During periods of continued decline in demand, our operating facilities may not be able to absorb and complete in a timely manner outstanding orders re-directed from other facilities ordered to be shut down. Based on current demand forecasts, we have been adding capacity to our 300mm wafer fabs in the Hsinchu Science Park and Tainan Science Park, respectively, since 2004. In 2008, the capacity of our 300mm wafer fabs increased from 130,700 wafer per month in 2007 to 154,300 wafer per month. Expansion and modification of our production facilities will, among other factors, increase our costs. For example, we will need to purchase additional equipment, train personnel to operate the new equipment or hire additional personnel. If we do not increase our net sales accordingly in order to offset these higher costs, our financial performance may be adversely affected. See “Item 4. Information on the Company — Capacity Management and Technology Upgrade Plans” for further discussion.

We may not be able to implement our planned growth or development if we are unable to accurately forecast and sufficiently meet our future capital requirements.

     Capital requirements are difficult to plan in the highly dynamic, cyclical and rapidly changing semiconductor industry. From time to time, we will continue to need significant capital to fund our operations and manage our capacity in accordance with market demand. Although we currently have adequate financial resources and excellent relations with financial institutions, our continued ability to obtain sufficient external financing is subject to a variety of uncertainties, including:

	•		our future financial condition, results of operations and cash flow;
	•		general market conditions for financing activities;
	•		market conditions for financing activities of semiconductor companies; and
	•		social, economic, financial, political and other conditions in Taiwan and elsewhere.

     Sufficient external financing may not be available to us on a timely basis, on reasonable market terms, or at all. As a result, we may be forced to curtail our expansion and modification plans or delay the deployment of new or expanded services until we obtain such financing.

We may not be able to implement our planned growth, development or maintain our leading position if we are unable to recruit and retain qualified executives, managers and skilled technical and service personnel or suffer production disruptions caused by labor disputes.

     We depend on the continued services and contributions of our executive officers and skilled technical and other personnel. Our business could suffer if we lose, for whatever reasons, the services and contributions of some of these personnel and we cannot adequately replace them or if we suffer disruptions to our production operations arising from labor or industrial disputes. We may be required to increase or reduce the number of employees in connection with any business expansion or contraction, in accordance with market demand for our products and services. Since there is intense competition for the recruitment of these personnel, we cannot ensure that we will be able to fulfill our personnel requirements or during an economic upturn, rehire such reduced personnel on comparable terms in a timely manner.

We may be unable to obtain in a timely manner and at a reasonable cost the equipment necessary for us to remain competitive.

     Our operations and ongoing expansion plans depend on our ability to obtain an appropriate amount of equipment and related services from a limited number of suppliers in a market that is characterized by limited supply and long delivery cycles. During such times, supplier-specific or industry-wide lead times for delivery can be as long as nine months. Due to the current global economic crisis, there is an increased likelihood that some of our suppliers may experience severe financial hardships. To better manage our supply chain, we have implemented various business models and risk management contingencies with suppliers to shorten the procurement lead time. We also provide our projected demand for various items to many of our equipment suppliers to help them plan their production in advance. We have purchased used tools and continue to seek opportunities in acquiring relevant used tools. If we are unable to obtain equipment in a timely manner to fulfill our customers orders or at a reasonable cost, our financial condition and results of operations could be negatively impacted.

Our revenue and profitability may decline if we are unable to obtain adequate supplies of raw materials in a timely manner and at reasonable prices.

     Our production operations require that we obtain adequate supplies of raw materials, such as silicon wafers, gases, chemicals, and photoresist, on a timely basis. Shortages in the supply of some materials experienced by specific vendors or by the semiconductor industry generally have in the past resulted in occasional industry-wide price adjustments and delivery delays. Also, since we procure some of our raw materials from sole-source suppliers, there is a risk that our need for such raw materials may not be timely met. Due to the current global economic crisis, there is an increased likelihood that some of our suppliers may experience severe financial hardships. Our revenue and earnings could decline if we are unable to obtain adequate supplies of the necessary raw materials in a timely manner or if there are significant increases in the costs of raw materials that we cannot pass on to our customers.

If the Ministry of Economic Affairs uses a substantial portion of our production capacity, we will not be able to service our other customers.

     According to our agreement with the Industrial Technology Research Institute of Taiwan, or ITRI, the Ministry of Economic Affairs of the R.O.C., or an entity designated by the Ministry of Economic Affairs, has an option to purchase up to 35% of certain of our capacity, if our outstanding commitments to our customers are not prejudiced. Although the Ministry of Economic Affairs has never exercised this option, if this option is exercised to any significant degree during tight market conditions, we may not be able to provide services to all of our other customers unless we are able to increase our capacity accordingly or outsource such increased demand and in a timely manner.

Any inability to obtain, preserve and defend our technologies and intellectual property rights could harm our competitive position.

     Our ability to compete successfully and to achieve future growth will depend in part on the continued strength of our intellectual property portfolio. While we actively enforce and protect our intellectual property rights, there can be no assurance that our efforts will be adequate to prevent the misappropriation or improper use of our proprietary technology, trade secrets, software or know-how. Also, we cannot assure you that, as our business or business models expand into new areas, we will be able to develop independently the technology, trade secrets, software or know-how necessary to conduct our business or that we can do so without infringing the intellectual property rights of others. As a result, we may have to rely increasingly on licensed technology from others. To the extent that we rely on licenses from others, there can be no assurance that we will be able to obtain any or all of the necessary licenses in the future on terms we consider reasonable or at all. The lack of necessary licenses could expose us to claims for damages and/or injunctions from third parties, as well as claims for indemnification by our customers in instances where we have contractually agreed to indemnify our customers against damages resulting from infringement claims.

     We have received, from time-to-time, communications from third parties asserting that our technologies, manufacturing processes, the design of the integrated circuits made by us or the use by our customers of semiconductors made by us may infringe their patents or other intellectual property rights. And, because of the nature of the industry, we may continue to receive such communications in the future. In some instances, these disputes have resulted in litigation. Recently, there has been a notable increase in the number of frivolous lawsuits or claims initiated by professional intellectual property plaintiffs that aim to extort large settlements, often quickly, by threatening to disrupt the legitimate business operations of profitable enterprises, especially high-profile ones. Such lawsuits or claims, though not well founded, may nevertheless increase our cost of doing business and may potentially be extremely disruptive if the plaintiffs succeed in blocking the trade of our products and services. If we fail to obtain or maintain certain government, technology or intellectual property licenses and, if litigation relating to alleged intellectual property matters occurs, it could prevent us from manufacturing or selling particular products or applying particular technologies, which could reduce our opportunities to generate revenues. See “Item 8. Financial Information — Legal Proceedings” for a further discussion.

We are subject to the risk of loss due to explosion and fire because some of the materials we use in our manufacturing processes are highly combustible.

     We and many of our suppliers use highly combustible and toxic materials in manufacturing processes and are therefore subject to the risk of loss arising from explosion, fire, or environmental excursions which cannot be completely eliminated. Although we maintain many overlapping risk prevention and protection systems, as well as comprehensive fire and casualty insurance, including insurance for loss of property and loss of profit resulting from business interruption, our risk management and insurance coverage may not be sufficient to cover all of our potential losses. If any of our fabs were to be damaged or cease operations as a result of an explosion, fire, or environmental excursions, it could reduce our manufacturing capacity and may cause us to lose important customers, thereby having a potentially material adverse impact on our financial performance.

Any impairment charges may have a material adverse effect on our net income.

     Under R.O.C. GAAP and U.S. GAAP, we are required to evaluate our long-lived assets and intangible assets for impairment whenever triggering events or changes in circumstances indicate that the asset may be impaired and carrying value may not be recoverable. If certain criteria are met, we are required to record an impairment charge. We are also required under R.O.C. GAAP and U.S. GAAP to evaluate goodwill for impairment at least on an annual basis or more frequently whenever triggering events or changes in circumstances indicate that goodwill may be impaired and carrying value may not be recoverable.

     We currently are not able to estimate the extent or timing of any impairment charge for future years. Any impairment charge required may have a material adverse effect on our net income.

     The determination of an impairment charge at any given time is based significantly on our expected results of operations over a number of years subsequent to that time. As a result, an impairment charge is more likely to occur during a period when our operating results are otherwise already depressed. See “Item 5. Operating and Financial Review and Prospects — Critical Accounting Policies” for a discussion of our estimates made for determining an impairment charge.

The loss of or significant curtailment of purchases by any of our largest customers could adversely affect our results of operations.

     While we generate revenue from hundreds of customers worldwide, our ten largest customers accounted for approximately 51% and 53% of our net sales in 2007 and 2008, respectively, and our largest customer accounted for approximately 11% and 14% of our net sales in 2007 and 2008, respectively. The loss of, or significant curtailment of purchases by, one or more of our top customers, including curtailments due to increased competitive pressures, a change in the design, or manufacturing sourcing policies or practices of these customers, or the timing of customer or distributor inventory adjustments, may adversely affect our results of operations and financial condition.

Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business and results of operations.

     Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent fraud. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our reputation and results of operations could be harmed.

     We are required to comply with various R.O.C. and U.S. laws and regulations on internal controls. For example, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with the Annual Report on Form 20-F for the fiscal year ended December 31, 2006, we are required to furnish a report by management on our internal control over financial reporting, including management’s assessment of the effectiveness of our internal control over financial reporting. Moreover, R.O.C. law requires us to establish internal control systems that would reasonably ensure the effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations. We are also required under R.O.C. law to file an internal control declaration within four months of the end of each fiscal year.

     Internal controls may not prevent or detect misstatements because of their inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal controls to future periods are subject to the risk that the internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and there could be a material adverse effect on the market price of our common shares and ADSs.

Our global manufacturing, design and sales activities subject us to risks associated with legal, political, economic or other conditions or developments in various jurisdictions, including in particular the Republic of China (“R.O.C.”), which could negatively affect our business and financial status and therefore the market value of your investment.

     Our principal executive officers and our principal production facilities are located in the R.O.C. and a substantial majority of our net revenues are derived from our operations in the R.O.C. In addition, we have operations worldwide and a significant percentage of our revenue come from sales to locations outside the R.O.C. Operating in the R.O.C. and overseas exposes us to changes in policies and laws, as well as the general political and economic conditions, security risks, health conditions and possible disruptions in transportation networks, in the various countries in which we operate, which could result in an adverse effect on our business operations in such countries and our results of operations as well as the market price and the liquidity of our ADSs and common shares.

     For example, even though the R.O.C. and the People’s Republic of China (“PRC”) have co-existed for the past 60 years and significant economic and cultural relations have been established during that time, the financial markets have viewed certain past developments in relations between the two sides as occasions to depress general market prices of the securities of Taiwanese companies, including our own. In addition, the R.O.C. government currently restricts transfer by Taiwanese companies of certain technologies to and certain types of investments by Taiwanese companies in Mainland China.

Our results of operations could be materially adversely affected by natural disasters or interruptions in the supply of utilities (such as water or electricity) in the locations in which we, our customers or suppliers operate.

     We have manufacturing and other operations in locations subject to natural disasters such as severe weather and earthquakes as well as interruptions or shortages in the supply of utilities (such as water and electricity) that could disrupt operations. In addition, our suppliers and customers also have operations in such locations. For example, most of our production facilities, as well as many of our suppliers and customers and upstream providers of complementary semiconductor manufacturing services, are located in Taiwan, which is susceptible to earthquakes, typhoons, and has experienced droughts from time to time. In addition, we have sometimes suffered power outages caused by our major electricity supplier, the Taiwan Power Company, or other power consumers on the same power grid, which have caused interruptions in our production schedule. A natural disaster or interruptions in the supply of utilities that results in a prolonged disruption to our operations, or the operations of our customers or suppliers, may adversely affect our results of operations and financial condition.

Fluctuations in exchange rates could result in foreign exchange losses.

     Over half of our capital expenditures and manufacturing costs are denominated in currencies other than NT dollars, primarily in U.S. dollars, Japanese yen and Euros. More than 90% of our sales are denominated in U.S. dollars and currencies other than NT dollars. Therefore, any significant fluctuation to our disadvantage in such exchange rates would have an adverse effect on our financial condition. The current global economic crisis may cause increased volatility in such exchange rates. For example, during the period from January 1, 2008 to March 31, 2008, the U.S. dollar has depreciated 6.3% against the NT dollar, which had a negative impact on our results of operations. In addition, fluctuations in the exchange rate between the U.S. dollar and the NT dollar may affect the U.S. dollar value of our common shares and the market price of the ADSs and of any cash dividends paid in NT dollars on our common shares represented by ADSs. Please see “Item 5. Operating and Financial Review and Prospects — Inflation” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for a further discussion on the possible impact of other market factors on our results of operations.

Fluctuations in inflationary and deflationary market expectations could negatively affect demand for our products and services, which may harm our financial results.

     The world economy is becoming more vulnerable to sudden unexpected fluctuations in inflationary and deflationary market expectations. Structural changes that may result from the current global financial crisis may further exacerbate the severity of such fluctuations. Both high inflation and deflation adversely affect an economy, at both the macro and micro levels, by reducing economic efficiency, disrupting saving and investment decisions and reducing the efficiency of the market prices as a mechanism to allocate resources. Such fluctuations are likely to negatively affect the business operations of our customers who may be forced to plan efficiently their purchases of our goods and services within an uncertain macro and micro economy. Therefore, the demand for our products and services could unexpectedly fluctuate severely in accordance with market and consumer expectations of inflation or deflation. Please see “Item 5.Operating and Financial Review and Prospects — Inflation & Deflation” for further discussion.

Risks Relating to Ownership of ADSs

Your voting rights as a holder of ADSs will be limited.

     Holders of American Depositary Receipts (ADRs) evidencing ADSs may exercise voting rights with respect to the common shares represented by these ADSs only in accordance with the provisions of our ADS deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our common shares, the depositary bank will, as soon as practicable thereafter, mail to the holders (i) the notice of the meeting sent by us, (ii) voting instruction forms and (iii) a statement as to the manner in which instructions may be given by the holders.

     ADS holders will not generally be able to exercise the voting rights attaching to the deposited securities on an individual basis. According to the R.O.C. Company Law, the voting rights attaching to the deposited securities must be exercised as to all matters subject to a vote of shareholders collectively in the same manner, except in the case of an election of directors. Election of directors is by means of cumulative voting. See “Item 10. Additional Information — Voting of Deposited Securities” for a more detailed discussion of the manner in which a holder of ADSs can exercise its voting rights.

You may not be able to participate in rights offerings and may experience dilution of your holdings.

     We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under our ADS deposit agreement, the depositary bank will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the United States Securities Act of 1933, as amended, or the Securities Act, with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. Although we may be eligible to take advantage of certain exemptions for rights offerings by certain foreign companies, we can give no assurance that we can establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to have such a registration statement declared effective. In addition, if the depositary bank is unable to obtain the requisite approval from the Central Bank of the Republic of China (Taiwan) for the conversion of the subscription payments into NT dollars or if the depositary determines that it is unlikely to obtain this approval, we may decide with the depositary bank not to make the rights available to holders of ADSs. See “Item 10. Additional Information — Foreign Investment in the R.O.C.” and “Item 10. Additional Information — Exchange Controls in the R.O.C.”. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

     If the depositary bank is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

The value of your investment may be reduced by possible future sales of common shares or ADSs by us or our shareholders.

     One or more of our existing shareholders may, from time to time, dispose of significant numbers of our common shares or ADSs. For example, the National Development Fund who owned 6.4% of TSMC’s outstanding shares as of February 28, 2009, has sold our shares in the form of ADSs in several transactions during the period between 1997 and 2005. On August 14, 2008, Philips, which was then a major shareholder, completed its exit of shareholding in TSMC through a block trade to long-term financial investors mutually agreed by Philips and us. We and Philips implemented a multi-phase plan for this exit in a way that minimized any adverse impact on us and the market price of our ADSs and common shares.

     We cannot predict the effect, if any, that future sales of ADSs or common shares, or the availability of ADSs or common shares for future sale, will have on the market price of ADSs or common shares prevailing from time to time. Sales of substantial amounts of ADSs or common shares in the public market, or the perception that such sales may occur, could depress the prevailing market price of our ADSs or common shares.

The market value of our shares may fluctuate due to the volatility of, and government intervention in, the R.O.C. securities market.

     Because the Taiwan Stock Exchange experiences from time to time substantial fluctuations in the prices and volumes of sales of listed securities, there are currently limits on the range of daily price movements on the Taiwan Stock Exchange. In response to past declines and volatility in the securities markets in Taiwan, and in line with similar activities by other countries in Asia, the government of the R.O.C. formed the Stabilization Fund, which has purchased and may from time to time purchase shares of Taiwan companies to support these markets. In addition, other funds associated with the R.O.C. government have in the past purchased, and may from time to time purchase, shares of Taiwan companies on the Taiwan Stock Exchange or other markets. In the future, market activity by government entities, or the perception that such activity is taking place, may take place or has ceased, may cause fluctuations in the market prices of our ADSs and common shares.

ITEM 4. INFORMATION ON THE COMPANY

Our History and Structure

     We believe we are currently the world’s largest dedicated foundry in the semiconductor industry. We were founded in 1987 as a joint venture among the R.O.C. government, Philips and other private investors and were incorporated in the R.O.C. on February 21, 1987. Our common shares have been listed on the Taiwan Stock Exchange since September 5, 1994, and our ADSs have been listed on the New York Stock Exchange since October 8, 1997.

     Beginning March 1, 2008, we re-structured our business unit organization by forming the new Advanced Technology Business Organization and Mainstream Technology Business Organization. These two new organizations respectively take responsibility for formulation, development, and execution of advanced technology and mainstream technology business objectives.

Our Principal Office

     Our principal executive office is located at No. 8, Li-Hsin Road 6, Hsinchu Science Park, Hsinchu, Taiwan, Republic of China. Our telephone number at that office is (886-3) 563-6688. Our web site is www.tsmc.com. Information contained on our website does not constitute part of this annual report.

Business Overview of the Company

     As a foundry, we manufacture semiconductors using our advanced or mainstream manufacturing processes for our customers based on their own or third parties’ proprietary integrated circuit designs. We offer a comprehensive range of leading edge wafer fabrication processes, including processes to manufacture CMOS logic, mixed-signal, radio frequency, embedded memory, BiCMOS mixed-signal and other semiconductors. We estimate that our revenue market segment share among dedicated foundries worldwide was 51% in 2008. We also offer design, mask making, probing, testing and assembly services.

     We believe that our large capacity, particularly for advanced technologies, is a major competitive advantage. Please see “— Manufacturing Capacity and Technology” and “— Capacity Management and Technology Upgrade Plans” for a further discussion of our capacity.

     We count among our customers many of the world’s leading semiconductor companies, ranging from fabless semiconductor and systems companies such as Altera Corporation, Broadcom Corporation, Marvell Semiconductor Inc., Microsoft Corporation, nVidia Corporation and Qualcomm Incorporated, to integrated device manufacturers such as Advanced Micro Devices, Inc., Analog Devices, Inc., Freescale Semiconductor Inc. and STMicroelectronics. Fabless semiconductor and system companies accounted for approximately 71%, and integrated device manufacturers accounted for approximately 29%, of our net sales in 2008.

Our Facilities

     After combining the operations at two of our 200mm fabs in 2001 and the decommissioning of one of our 150mm wafer fabs (Fab 1) in March 2002 and one of our 200mm fabs (Fab 7) in 2006, we currently operate one 150mm wafer fab, six 200mm wafer fabs and two 300mm wafer fabs. Our corporate headquarters and five of our fabs are located in the Hsinchu Science Park, two fabs are located in the Tainan Science Park, one fab is located in the United States, and one fab is located in Shanghai. Our corporate headquarters and our five fabs in Hsinchu occupy approximately 419,000 square meters of land. We lease all of this land from the Hsinchu Science Park Administration in Hsinchu under agreements that will be up for renewal in December 2027. We have leased from the Southern Taiwan Science Park Development Office 393,000 square meters of land for our fabs in the Tainan Science Park under agreements that will be up for renewal between August 2018 and December 2025. WaferTech owns 1,052,181 square meters of land in the State of Washington in the United States, where the WaferTech fab and related offices are located. TSMC China owns 420,000 square meters of land in Shanghai, where Fab 10 and related offices are located. Other than certain equipment under leases located at testing areas, we own all of the buildings and equipment for our fabs. We are expanding our 300mm fabrication capacity and research and development through Fab 12 in the Hsinchu Science Park and Fab 14 in the Tainan Science Park. Total monthly capacity for 300mm fabs was increased from 130,700 wafers in 2007 to 154,300 wafers in 2008. We will continuously evaluate our 300mm capacity in light of prevailing market conditions.

Manufacturing Capacity and Technology

     We manufacture semiconductors on silicon wafers based on proprietary circuitry designs provided by our customers or third party designers. Two key factors that characterize a foundry’s manufacturing capabilities are output capacity and fabrication process technologies. Since our establishment, we have possessed the largest capacity among the world’s dedicated foundries. We also believe that we are the technology leader among the dedicated foundries in terms of our net sales of advanced semiconductors with a resolution of 0.13 micron and below, and are one of the leaders in the semiconductor manufacturing industry generally. We are the first semiconductor foundry with proven low-k interconnect technology in commercial production from the 0.13 micron node down to 40-nanometer node. Following our commercial production based on 65-nanometer Nexsys SM process technology in 2006, we also unveiled 55-naometer Nexsys SM process technology in 2007. Our 65-nanometer and 55-nanometer Nexsys SM technologies are the third-generation proprietary processes that employ low-k dielectrics. In 2008, we also qualified our 45 and 40 nanometer process technology with ultra low-k dielectrics and advanced immersion lithography. We have begun certain small-scale production of 45-nanometer products in 2008, and we expect to commence its commercial production in 2009.

     The following table lists our fabs and those of our affiliates, together with the year of commencement of commercial production, technology and capacity during the last five years:

						Current most
						advanced technology
		Year of				for volume				Monthly capacity(3)(4)
Fab(1)		commencement				production(2)				2004				2005				2006				2007				2008
2			1990				0.45				47,584				47,584				50,506				51,685				51,609
3(5)			1995				0.15				83,300				83,300				89,900				90,500				92,400
5			1997				0.15				42,500				42,500				51,500				55,800				54,200
6			2000				0.11				73,000				73,000				83,400				94,000				95,100
7(7)			1995				0.35				13,400				13,400				—				—				—
8			1998				0.15				76,500				76,500				83,500				89,400				91,600
10			2004				0.18				500				15,600				32,000				31,000				43,000
11			1998				0.15				32,500				33,500				35,500				35,500				35,500
12			2001				0.040				60,300				106,875				131,175				160,755				167,910
14			2004				0.055				6,750				46,125				79,650				133,279				179,258
SSMC(6)			2000				0.15				13,400				16,700				17,700				20,700				24,600
Total											449,734				555,084				654,831				762,619				835,177

     As of December 31, 2008, our monthly capacity (in 200mm equivalent wafers) was 835,177 wafers, compared to 762,619 wafers at the end of 2007. This increase was primarily due to the expansion of our 0.15/0.18 micron mainstream technologies and our 45/65-nanometer advanced technologies. Our semiconductor manufacturing facilities require substantial investment to construct and are largely fixed-cost assets once they are in operation. Because we own most of our manufacturing capacity, a significant portion of our operating costs is fixed. In general, these costs do not decline when customer demand or our capacity utilization rates drop, and thus declines in customer demand, among other factors, may significantly decrease our margins. Conversely, as product demand rises and factory utilization increases, the fixed costs are spread over increased output, which can improve our margins.

Capacity Management and Technology Upgrade Plans

     We perform periodic long term market demand forecasts to estimate market and general economic conditions for our products and services. Based upon these estimates, we manage our overall capacity which may increase or decrease in accordance with market demand. Because market condition may vary significantly and unexpectedly, our market demand forecast may change significantly at any time. Further, some of our facilities shut down during periods of decreased demand may not be able to ramp up in a timely manner during periods of increased demand. During periods of continued decline in demand, our operating facilities may not be able to absorb and complete in a timely manner outstanding orders re-directed from other facilities ordered to be shut down. Based on current demand forecasts, we intend to maintain our strategy of expanding manufacturing capacity and improving manufacturing process technologies to meet both the fabrication and the technological needs of our customers. Based upon estimates of market demand, we currently expect to continue adding capacity to our 300mm wafer fabs.

     Our capital expenditures in 2006, 2007 and 2008 were NT$78,737 million, NT$84,001 million and NT$59,223 million (US$1,886 million) ⁽¹⁾, respectively. In view of the current global economic downturn, we are still in the process of evaluating and determining our capital expenditures for 2009. However, our preliminary estimate is that it will be lower than the capital expenditures for 2008. In 2009, we anticipate our capital expenditures to focus primarily on the following:

	•		adding capacity to our 300mm wafer fabs;
	•		Fab 12 facilities; and
	•		development of process technologies in 32-nanometer nodes and below and other research and development projects.

     These investment plans are still preliminary and may change per market conditions.

Markets and Customers

     The primary customers of our foundry services are fabless semiconductor companies/systems companies and integrated device manufacturers. The following table presents the breakdown of net sales by type of customers during the last three years:

		Year ended December 31,
		2006								2007								2008
Customer Type		Net Sales				Percentage				Net Sales				Percentage				Net Sales				Percentage
		(in millions, except percentages)
Fabless semiconductor companies/systems companies		NT$	229,168				72.2	%		NT$	215,662				66.8	%		NT$	236,542				71.0	%
Integrated device manufacturers			88,239				27.8	%			106,968				33.2	%			96,616				29.0	%
Total		NT$	317,407				100.0	%		NT$	322,630				100.0	%		NT$	333,158				100.0	%

     We categorize our net sales based on the country in which the customer is headquartered, which may be different from the net sales for the countries to which we actually sell or ship our products. Under this approach, the following table presents a regional geographic breakdown of our net sales during the last three years:

		Year ended December 31,
		2006								2007								2008
Region		Net Sales				Percentage				Net Sales				Percentage				Net Sales				Percentage
		(in millions, except percentages)
North America		NT$	247,895				78.1	%		NT$	247,832				76.8	%		NT$	246,537				74.0	%
Asia			43,167				13.6	%			45,128				14.0	%			52,472				15.7	%
Europe			26,345				8.3	%			29,670				9.2	%			34,149				10.3	%
Total		NT$	317,407				100.0	%		NT$	322,630				100.0	%		NT$	333,158				100.0	%

     A significant portion of our net sales are attributable to a relatively small number of customers. In 2007 and 2008, our ten largest customers accounted for approximately 51% and 53% of our net sales, respectively, and our largest customer accounted for approximately 11% and 14% of our net sales, respectively.

     Over the years, we have attempted to strategically manage our exposure to commodity memory semiconductor manufacturing services. This policy has successfully shielded us from significant adverse effects resulting from the previous precipitous price drops in the commodity memory semiconductor market.

     We provide customer support in six regions around the world. The office in Hsinchu serves Asian (excluding Japanese and Mainland Chinese but including South Korean) customers. Wholly-owned subsidiaries in the United States, Japan, Mainland China, the Netherlands, South Korea and India serve North American, Japanese, Mainland Chinese, European, South Korean and Indian customers, respectively. Foundry services, which are both technologically and logistically intensive, involve frequent and in-depth interaction with customers. We believe that the most effective means of providing foundry services is by developing direct and close relationships with our customers. Our customer service managers work closely with the sales force to offer integrated services to customers.

     Commitments by Customers. Because of the fast-changing technology and functionality in semiconductor design, foundry customers generally do not place purchase orders far in advance to manufacture a particular type of product. However, we engage in discussions with customers regarding their expected manufacturing requirements in advance of the placement of purchase orders.

     Several of our customers have entered into arrangements with us to ensure that they have access to specified capacity at our fabs. These arrangements are primarily in the form of deposit agreements. In a deposit agreement, the customer makes an advance cash deposit for an option on a specified capacity at our fabs. Deposits are generally refunded as shipments are made. As of December 31, 2008, our customers had on deposit an aggregate of approximately US$43 million to reserve future capacity.

The Semiconductor Fabrication Process

     In general, the semiconductor manufacturing process begins with a thin silicon wafer on which an array of semiconductor devices is fabricated. The wafer is then tested, cut into dice, and assembled into packages that are then individually retested. Our focus is on wafer fabrication although we also provide all other services either directly or through outsourcing arrangements.

Our Foundry Services

     Range of Services. Because of our ability to provide a full array of services, we are able to accommodate customers with a variety of needs at every stage of the overall foundry process. The flexibility in input stages allows us to cater to a variety of customers with different in-house capabilities and thus to service a wider class of customers as compared to a foundry that cannot offer design or mask making services, for example.

     Fabrication Processes. We manufacture semiconductors using the complementary metal oxide silicon, CMOS and BiCMOS processes. The CMOS process is currently the dominant semiconductor manufacturing process. The BiCMOS process combines the high speed of the bipolar circuitry and the low power consumption and high density of the CMOS circuitry. We use the CMOS process to manufacture logic semiconductors, memory semiconductors including static random access memory (“SRAM”), flash memory, mixed-signal/ radio frequency (“RF”) semiconductors, which combine analog and digital circuitry in a single semiconductor, micro-electro-mechanical-system (“MEMS”), which combines micrometer featured mechanical parts, analog and digital circuitry in a single semiconductor, and embedded memory semiconductors, which combine logic and memory in a single semiconductor. The BiCMOS process is used to make high-end mixed-signal and other types of semiconductors.

     Types of Semiconductors We Manufacture. We manufacture different types of semiconductors with different specific functions by changing the number and the combinations of conducting, insulating and semiconducting layers and by defining different patterns in which such layers are applied on the wafer. At any given point in time, there are over a hundred different products in various stages of fabrication at our fabs. We believe that the keys to maintaining high production quality and utilization rates are our effective management and control of the manufacturing process technologies which comes from our extensive experience as the longest existing dedicated foundry and our dedication to quality control and process improvements.

     The following is a general, non-exhaustive description of the key types of semiconductors that we currently manufacture. Depending on future market conditions, we may provide other services or manufacture other types of products that may differ significantly from the following:

     Logic Semiconductors. Logic semiconductors process digital data to control the operation of electronic systems. The largest segment of the logic market, standard logic devices, includes microprocessors, microcontrollers, digital signal processors (“DSP”), graphic chips and chip sets.

     Mixed-Signal/RF Semiconductors. Analog/digital semiconductors combine analog and digital devices on a single semiconductor to process both analog and digital data. We make mixed-signal/RF semiconductors using both the CMOS and BiCMOS processes. We currently offer CMOS mixed-signal process down to the 45-nanometer Nexsys ^SM technology for manufacturing mixed-signal/RF semiconductors. The primary uses of mixed-signal/RF semiconductors are in hard disk drives, wireless communications equipment and network communications equipment, with those made with the BiCMOS process occupying the higher end of the mixed-signal/RF market.

     Memory Semiconductors. Memory semiconductors, which are used in electronic systems to store data and program instructions, are generally classified as either volatile memories (which lose their data content when power supplies are switched off) or nonvolatile memories (which retain their data content without the need for a constant power supply). We currently offer CMOS process for the manufacture of SRAM, embedded DRAM as volatile memories, and for the manufacture of flash memory and embedded flash as nonvolatile memories.

     CMOS Image Sensor Semiconductors. Image sensors are primarily used in camera phone. We are currently the leading foundry for the production of CMOS image sensors, characterized by technology features including low dark current, high sensitivity, small pixel size and high dynamic range achieved through integration with mixed mode processes.

     High Voltage Semiconductors. We currently offer a range of high-voltage processes including high voltage CMOS (“HVCMOS”), bipolar-CMOS-DMOS (“BCD”) and ultra-high voltage technology (“UHV”), ranging from 5V to 700V, which are suitable for various panel-size display driver and power IC applications.

     The table below presents a breakdown of our net sales during the last three years by each semiconductor type:

		Year ended December 31,
		2006								2007								2008
Semiconductor Type		Net Sales				Percentage				Net Sales				Percentage				Net Sales				Percentage
		(in millions, except percentages)
CMOS
Logic		NT$	240,278				75.7	%		NT$	234,354				72.6	%		NT$	243,884				73.2	%
Memory			3,174				1.0	%			5,156				1.6	%			1,839				0.6	%
Mixed-Signal(1)			71,734				22.6	%			80,247				24.9	%			84,648				25.4	%
BiCMOS(2)			1,904				0.6	%			2,517				0.8	%			2,460				0.7	%
Others			317				0.1	%			356				0.1	%			327				0.1	%
Total		NT$	317,407				100.0	%		NT$	322,630				100.0	%		NT$	333,158				100.0	%

     Design and Technology Platforms.

     We offer a wide range of design enablement activities, from providing fundamental technology files, libraries and other silicon intellectual property to customization and chip implementation services.

     To facilitate our customers’ semiconductor designs, we provide a set of technology files for the process technologies we offer. The technology files include the necessary information to support design activities in physical layout, verification and circuit simulation. We can also provide complete process design kits, or PDKs, to support our customers’ circuit design environment.

     To accelerate the time-to-market for our customers, we provide a set of foundation library and selected silicon intellectual property to help designers expedite their design process. Our library and silicon intellectual property portfolio includes standard logic cells, input/output interface cells, and memory/analog blocks. Each library and silicon intellectual property portfolio is designed to maximize performance while minimizing area and power consumption. We also enter into arrangements with third-party providers to provide to our customers a broader range of library and silicon intellectual property offerings.

     Nano-meter technologies involve relatively more complex designs and the margin of error is significantly reduced. As such, fabless designers are required to work closely with a foundry to ensure that their designs are suitable for commercial manufacturing and can quickly be transferred to large volume manufacturing. For these purposes, we create design for manufacturing models or DFM models for advanced design flows that we co-developed with major design automation companies.

     In the beginning of 2008, we unveiled the Open Innovation Platform™. The Open Innovation Platform™ promotes the speedy implementation of innovation amongst the semiconductor design community and its ecosystem partners with our intellectual property, design methodology, design implementation and DFM capabilities, process technology and backend services. A key element of the Open Innovation Platform™ is a set of ecosystem interfaces and collaborative components initiated and supported by us that efficiently empowers innovation throughout the supply chain. Our Active Accuracy Assurance™ (“AAA”) initiative is also a key element of the Open Innovation Platform™, providing the accuracy and quality required by the ecosystem interfaces and collaborative components.

     In 2008, we also extended our design enablement effort to mainstream technologies. In mainstream technologies, the design support on PDK, foundation libraries, and silicon intellectual property for derivative technologies, such as power IC, high-voltage, and analog was strengthened. The strengthening of our design enablement effort will continue in accordance with TSMC’s development and management of its mainstream technology business.

     Multi-project Wafers Program (“CyberShuttle”). To help our customers reduce costs, we offer a dedicated multi-project wafer processing service that allows us to provide multiple customers with circuits produced with the same mask. This program reduces mask costs by a very significant factor, resulting in accelerated time-to-market for our customers. We have extended this program to all of our customers and library and intellectual property (“IP”) partners using our broad selection of process technologies, ranging from the latest 40-, 45-, 55- and 65-nanometer processes to 0.18-, 0.25- and 0.35- micron. This extension offers a routinely scheduled multi-project wafer run to customers on a shared-cost basis for prototyping and verification.

     We developed our multi-project wafer program in response to the current system-on-chip development methodologies, which often require the independent development, prototyping and validation of several IPs before they can be integrated onto a single device. By sharing mask cost among our customers to the extent permissible, the system-on-chip supplier can enjoy reduced prototyping costs and greater confidence that the design will be successful.

Customer Service

     We believe that our devotion to customer service has been an indispensable factor in attracting new customers, helping to ensure the satisfaction of existing customers, and building a mutually beneficial partnership with our customers. The key elements are our:

	•		customer-oriented culture through multi-level interaction with customers;
	•		ability to deliver wafers of consistent quality, competitive ramp-up speed and efficient yield improvement;
	•		responsiveness to customer’s issues and requirements, such as engineering change orders and special wafer handling;
	•		flexibility in manufacturing processes, supported by our competitive technical capability and efficient production planning;
	•		dedication to help reduce customer costs through collaboration and services, such as our multi-project wafer program, which combines multiple designs on a single mask set for increased cost-saving;
	•		availability of eFoundry™, the online service which provides in real-time necessary information in design, engineering, and logistics throughout customers’ product life cycle; and
	•		provision of Virtual fab™, designed to provide transparent information and seamless services to our customers such as the availability of key information, management of on-time delivery and flexibility in scheduling and capacity.

Research and Development

     The semiconductor industry is characterized by rapid changes in technology, frequently resulting in the introduction of new technologies to meet customers’ demands and in the obsolescence of recently introduced technology and products. We believe that, in order to stay technologically ahead of our competitors and maintain our market position in the foundry segment of the semiconductor industry, we need to maintain our position as a technology leader not only in the foundry segment but in the semiconductor industry in general. We spent NT$16,076 million, NT$17,946 million and NT$21,481 million (US$656 million) in 2006, 2007 and 2008, respectively, on research and development, which represented 5.1%, 5.5% and 6.5%, respectively, of our net sales for these periods. We plan to continue to invest significant amounts on research and development in 2009, with the goal of maintaining a leading position in the development of advanced process technologies. Our research and development efforts have recently allowed us to provide our customers access to certain advanced process technologies, such as 90-nanometer, 80-nanometer, 65-nanometer, 55-nanometer, 45-namometer and 40-nanometer Nexsys SM technology for volume production, prior to the implementation of those advanced process technologies by many integrated device manufacturers and our competitors. In addition, we expect to advance our process technologies further down to 32/28-nanometer and below in the coming years to maintain our technology leadership. We will also continue to invest in research and development for our mainstream technology offerings to provide function-rich process capabilities to our customers.

     Our research and development efforts are divided into centralized research and development activities and research and development activities undertaken by each of our fabs. Our centralized research and development activities are principally directed toward developing new Logic, system-on-chip (“SOC”), derivatives and package/system-in-package (“SIP”) technologies. Fab related research and development activities mostly focus on upgrading the manufacturing process technologies.

     We use internally developed process technologies and process technologies licensed from our customers and third parties. In continuing to advance our process technologies, we intend to rely primarily on our internal engineering capability and know-how and our research and development efforts, including collaboration with our customers, equipment vendors and R&D consortia.

     We also continuously create in-house inventions and know-how. Since our inception, every year we apply for and are issued a substantial number of United States and other patents, most of which are semiconductor-related.

Equipment

     The quality and technology of the equipment used in the semiconductor manufacturing process are important in that they effectively define the limits of our process technologies. Advances in process technologies cannot be brought about without commensurate advances in equipment technology. The principal pieces of equipment used by us to manufacture semiconductors are scanners, steppers, cleaners and track equipment, inspection equipment, etchers, furnaces, wet stations, strippers, implanters, sputterers, CVD equipment, testers and probers. Other than certain equipment under leases located at testing areas, we own all of the equipment used at our fabs.

     In implementing our capacity management and technology advancement plans, we expect to make significant purchases of equipment required for semiconductor manufacturing. Some of the equipment is available from a limited number of vendors and/or is manufactured in relatively limited quantities, and certain equipment has only recently been developed. We believe that our relationships with our equipment suppliers are good and that we have enjoyed the advantages of being a major purchaser of semiconductor fabrication equipment. We work closely with manufacturers to provide equipment customized to our needs for certain advanced technologies.

Raw Materials

     Our manufacturing processes use many raw materials, primarily silicon wafers, chemicals, gases and various types of precious metals. Raw materials costs constituted 13.9% of our net sales in 2007 and 11.1% of our net sales in 2008. Most of our raw materials generally are available from several suppliers. Our raw material procurement policy is to select only those vendors who have demonstrated quality control and reliability on delivery time and to maintain multiple sources for each raw material so that a quality or delivery problem with any one vendor will not adversely affect our operations. The quality and delivery performance of each vendor is evaluated monthly or quarterly and quantity allocations are adjusted for subsequent periods based on the evaluation.

     The most important raw material used in our production is silicon wafers, which is the basic raw material from which integrated circuits are made. The principal suppliers for our wafers are Shin-Etsu Handotai and SUMCO Corporation of Japan, MEMC Electronic Materials, Inc. of the United States and Siltronic AG of Germany. Together they supplied approximately 91.6% and 91.9% of our total wafer needs in 2007 and 2008, respectively. We have in the past obtained, and believe we will continue to be able to obtain, a sufficient supply of 150mm, 200mm and 300mm wafers. The price of silicon wafers decreased during 2007 and 2008. We expect silicon wafer prices to continue to decrease in 2009.

     In order to secure a reliable and flexible supply of high quality wafers, we entered into long-term agreements and intend to develop strategic relationships with major wafer vendors to cover our anticipated wafer needs for the next three to five years. Also, we have a special cross-function taskforce comprised of individuals from our fab operations, materials management, risk management and quality system management divisions to improve our supply chain risk management. This taskforce works with our primary suppliers to qualify their dual-plant materials, prepare safety inventories, improve the quality of their products and implement supply chain risk management.

Competition

     We compete internationally and domestically with dedicated foundry service providers, as well as with integrated device manufacturers that devote a significant portion of their manufacturing capacity to foundry operations. We compete primarily on the basis of process technology, quality and service. The level of competition differs according to the process technology involved. For example, in more mature technologies, the competition tends to be more intense. Some companies compete with us in selected geographic regions or application end markets. In recent years, substantial investments have been made by others to establish new dedicated foundry companies in mainland China and elsewhere.

Environmental Regulation

     The semiconductor production process generates gaseous chemical wastes, liquid wastes, wastewater and other industrial wastes in various stages of the manufacturing process. We have installed various types of pollution control equipment for the treatment of gaseous chemical wastes and wastewater and equipment for the recycling of treated water in our fabs. Our operations at our fabs are subject to regulation and periodic monitoring by the R.O.C. Environmental Protection Administration, U.S. Environmental Protection Agency or State Environmental Protection Administration of mainland China, and local environmental protection authorities, including the Science Park Administration, the Washington State Department of Ecology or the Shanghai Environmental Protection Bureau.

     We have adopted pollution control measures that are expected to result in the effective maintenance of environmental protection standards consistent with the practice of the semiconductor industry in Taiwan, the U.S. and mainland China. We conduct an annual environmental audit to ensure that we are in compliance in all material respects with, and we believe that we are in compliance in all material respects with, applicable environmental laws and regulations. Our waste reduction steps also comply with Taiwan regulatory requirements.

     We received ISO14001 certification in August 1996 and QC 080000 IECQ HSPM, a certification for having a hazardous substance process management system that meets the European environmental regulation — RoHS (Restriction of Hazardous Substance) Directive, in July 2006. We have continued to implement improvement programs in connection with these certifications. For example, all of our manufacturing sites in Taiwan were ISO14001 certified in 2005 and QC 080000 certified in 2007. Fab 10, our manufacturing site in mainland China, also received ISO 14001 certification in 2005 and QC 080000 certification in 2007. In addition, WaferTech obtained ISO 14001 certification in 2001 and QC 080000 certification in 2006. In 2008, we received the “Excellence in Voluntary Greenhouse Gases Emission Reduction Award” from the Ministry of Economic Affairs, Executive Yuan, R.O.C., “The Annual Enterprises Environmental Protection Award” from the Environmental Protection Administration, Executive Yuan, R.O.C. and “Low Carbon Enterprise Award” from the Science Park Administration, the “Golden Award for Leadership in Energy and Environmental Design of New Construction (LEED-NC) ” from the U.S. Green Building Council and “Diamond Class Ecology, Energy Saving, Waste Reduction, and Health (EEWH) Certification” from Architecture and Building Research Institute, Ministry of the Interior. WaferTech has also been a member of the U.S. Environmental Protection Agency’s Performance Track Program since 2004.

     In 2001, we have expressed our voluntary commitment to reducing perfluorinated compounds (“PFC”) emissions to 10% below the average emission value of 1997 and 1999 by 2010, based on the standard set forth in a Memorandum of Understanding by the Taiwan Semiconductor Industrial Association. In our effort to achieve such commitment, the evaluation and implementation of projects including process optimization, chemical replacement and abatement systems have been commenced by us.

Electricity and Water

     We use electricity supplied by Taiwan Power Company in our manufacturing process. Businesses in the Hsinchu Science Park and Tainan Science Park, such as ours, enjoy preferential electricity supply. We have sometimes suffered power outages caused by our electricity supplier, the Taiwan Power Company, which lead to interruptions in our production schedule. The semiconductor manufacturing processes also use extensive amounts of fresh water. Due to the growth of the semiconductor manufacturers in the Hsinchu Science Park and Tainan Science Park, and the droughts that Taiwan experiences from time to time, there is concern regarding future availability of sufficient fresh water and the potential impact insufficient water supplies may have on our semiconductor production.

Risk Management

     We employ an enterprise risk management system to integrate the prevention and control of TSMC and our subsidiaries’ risks. We have also prepared emergency plans to respond to natural disaster and other disruptive events that could disrupt the operation of our business. These emergency plans are developed to prevent or minimize loss of personnel and damage to our facilities, equipment and machinery caused by natural disaster and other disruptive events. We also maintain insurance with respect to our facilities, equipment and inventories. The insurance for the fabs and their equipment covers, subject to some limitations, various risks including fire, typhoon, earthquake and some other risks generally up to the respective policy limits for their replacement values and lost profits due to business interruption. In addition, we have insurance policies covering losses in respect of the construction and erection of all our fabs. Equipment and inventories in transit are also insured. No assurance can be given, however, that insurance will fully cover any losses and our emergency response plans will be effective in preventing or minimizing losses in the future.

Our Subsidiaries and Affiliates

     Vanguard International Semiconductor Corporation (“VIS”). In 1994, we, the R.O.C. Ministry of Economic Affairs and other investors established Vanguard, then an integrated dynamic random access memory (“DRAM”) manufacturer. Vanguard commenced volume commercial production in 1995 and listed its shares on the Over-the-Counter (GreTai) Securities Market in March 1998. In 2004, Vanguard completely terminated its DRAM production and became a pure foundry company. As of February 28, 2009, we owned 37.5% of Vanguard. Please see “—Item 7. Major Shareholders and Related Party Transactions” for a further discussion.

     WaferTech in the United States. In 1996, we entered into a joint venture called WaferTech (of which the manufacturing entity is Fab 11) with several U.S.-based investors to construct and operate a US$1.2 billion foundry in the United States. Initial trial production at WaferTech commenced in July 1998 and commercial production commenced in October 1998. In December 1998, we increased the percentage of our ownership interest in WaferTech to 68%. By the end of the first quarter of 2001, we had increased the percentage of our ownership interest in WaferTech to approximately 99% by purchasing all of the remaining interest of all of the other joint venture partners. As of February 28, 2009, we owned approximately 100% equity interest in WaferTech.

     Systems on Silicon Manufacturing Company Pte. Ltd. (“SSMC”). In March 1999, we entered into an agreement with Philips and EDB Investment Pte. Ltd. to found a joint venture, SSMC, to build a fab in Singapore. The SSMC fab commenced production in December 2000. As of February 28, 2009, we owned an approximately 38.8% equity interest in SSMC. Please see “—Item 7 Major Shareholders and Related Party Transactions” for a further discussion.

     Global Unichip Corporation (“GUC”). In January 2003, we acquired a 52.0% equity interest in GUC, a System-on-Chip (SoC) design service company that provides large scale SOC implementation services. GUC has been listed on Taiwan Stock Exchange since November 3, 2006. We owned an approximately 35.9% equity interest in GUC as of February 28, 2009.

     Operations in Mainland China. In August 2003, we established TSMC China (of which the manufacturing entity is Fab 10), a wholly-owned subsidiary primarily engaged in the manufacturing and selling of integrated circuits. We have achieved commercial production with 0.35 micron, 0.25 micron and 0.18 micron process technologies in Fab 10, our 200mm wafer fab in Shanghai, where we commenced production in late 2004. As of February 28, 2009, we owned a 100% equity interest in TSMC China.

     VisEra Technologies Company, Ltd. (“VisEra”). In October 2003, we and OmniVision Technologies Inc., entered into a shareholders’ agreement to form VisEra Technologies Company, Ltd., a joint venture in Taiwan, for the purpose of providing back-end manufacturing service. As of February 28, 2009, we owned a 43.6% equity interest in VisEra Technologies Company Ltd. Please see “—Item 7. Major Shareholders and Related Party Transactions for a further discussion.”

     Xintec, Inc. (“Xintec”). In January 2007, we acquired a 51.2% equity interest in XinTec, a supplier of wafer level packaging service, that we perceive would support our complementary metal oxide silicon (“CMOS”) image sensor manufacturing business. As of February 28, 2009, we owned a 49.6% combined equity interest in Xintec.

ITEM 4A. UNRESOLVED STAFF COMMENTS

     None.

ITEM 5. OPERATING AND FINANCIAL REVIEWS AND PROSPECTS

Overview

     We manufacture a variety of semiconductors based on designs provided by our customers. Our business model is now commonly called a “dedicated semiconductor foundry.” The foundry segment of the semiconductor industry as a whole experienced rapid growth over the last 22 years since our inception. As the leader of the foundry segment of the semiconductor industry, our net sales and net income were NT$317,407 million and NT$127,010 million in 2006, NT$322,630 million and NT$109,177 million in 2007 and NT$333,158 million (US$10,170 million) and NT$99,933 million (US$3,050 million) in 2008, respectively. The sales increase in 2007 and 2008 was primarily attributed to the continued growth in the semiconductor industry and customer demand, offset in part by the decline in average selling price resulting principally from pricing pressures in our customers’ end markets and increase in competition.

     The principal source of our revenue is wafer fabrication, which accounted for approximately 89% of our net sales in 2008. The rest of our net sales is derived from design, mask making, probing, and testing and assembly services. Factors that significantly impact our revenue include:

	•		the worldwide demand for semiconductor products;
	•		pricing;
	•		the worldwide semiconductor production capacity as well as our production capacity;
	•		capacity utilization;
	•		technology migration; and
	•		fluctuation in foreign currency exchange rate.

     Though equally important, three of the above factors are discussed as follows.

     Pricing. We usually establish pricing levels for a specific period with our customers, subject to adjustment during the course of that period to take into account market developments and other factors. We believe that our large capacity, flexible manufacturing capabilities, focus on customer service and ability to deliver high yields in a predictable and timely manner have contributed to our ability to obtain premium pricing for our wafer production.

     Production Capacity. Our production capacity affects our business several ways as follows.

     Our large production capacity allows us to meet increased customer orders thereby allowing us to capture greater market-driven opportunities and generate sales. We currently own and operate our semiconductor manufacturing facilities, the aggregate production capacity for which had been expanded from 654,831 200mm equivalent wafers per month as of year-end 2006 to 835,177 200mm equivalent wafers per month as of year-end 2008. Our annual sales volume increased in line with such expansion in our production capacity. For example, our annual sales volume grew from approximately 7,215,000 200mm equivalent wafers in 2006 to approximately 8,467,000 200mm equivalent wafers in 2008.

     A significant amount of our operating costs are fixed because our extensive manufacturing facilities (which provide us such increased production capacity) require substantial investment to construct and are largely fixed-cost assets once they become operational. As such, declines in customer demand, among other factors, may significantly decrease our gross margin. Conversely, as product demand rises and factory utilization increases, these fixed costs are spread over the increased output, thereby improving our gross margin.

     In 2008, while our operations ran at full capacity on average in the first three quarters, our capacity utilization rate began to decline in the beginning of the fourth quarter, and decreased to a level significantly below our full capacity as a result of a sharp decline in customers’ demand and inventory correction by the end of 2008.

Technology Migration.

     The table below presents a percentage breakdown of wafer sales by circuit resolution during the last three years:

		Year ended December 31,
		2006				2007				2008
		Percentage of				Percentage of				Percentage of
		total wafer				total wafer				total wafer
Resolution		revenue(1)				revenue(1)				revenue(1)
£ 65 nanometer			—				6	%			21	%
90 nanometer			23	%			26	%			26	%
0.13 micron			26	%			23	%			17	%
0.15 micron			10	%			9	%			6	%
0.18 micron			22	%			20	%			17	%
0.25 micron			8	%			7	%			5	%
0.35 micron			6	%			5	%			5	%
³ 0.5 micron			5	%			4	%			3	%
Total			100	%			100	%			100	%

Critical Accounting Policies

     Summarized below are our accounting policies that we believe are important to the portrayal of our financial results and also involve the need for management to make estimates about the effect of matters that are uncertain in nature. Actual results may differ from these estimates, judgments and assumptions. Certain accounting policies are particularly critical because of their significance to our reported financial results and the possibility that future events may differ significantly from the conditions and assumptions underlying the estimates used and judgments made by our management in preparing our financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes, which are included in this annual report.

     Revenue Recognition. We recognize revenue when evidence of an arrangement exists, the rewards of ownership and significant risk of the goods have been transferred to the buyer, price is fixed or determinable, and the collectibility is reasonably assured. We record a provision for estimated future returns and other allowances in the same period the related revenue is recorded. Provision for estimated sales returns and other allowances is generally made and adjusted at a specific percentage based on historical experience, our management’s judgment, and any known factors that would significantly affect the allowance, and our management periodically reviews the adequacy of the percentage used. However, because of the inherent nature of estimates, actual returns and allowances could be different from our estimates. If the actual returns are greater than our estimated amount, we could be required to record an additional provision, which would have a negative impact on our recorded revenue and gross margin.

     As of December 31, 2006, 2007 and 2008, the amount recorded as sales returns and allowances in the accompanying consolidated statements of income was NT$5,382 million, NT$5,773 million and NT8,826 million (US$269 million), respectively, representing 1.7%, 1.8% and 2.6% of our gross sales for the years ended December 31, 2006, 2007 and 2008. In 2006 and 2007, no additional provision was recorded subsequent to year-end. As of February 28, 2009, we did not need to record any additional provisions for 2008.

     Allowances for Doubtful Accounts. We record provisions for doubtful accounts based on a percentage of accounts receivables due from our customers. We determine this percentage by examining our historical collection experience and current trends in the credit quality of our customers as well as our internal credit policies. If the financial condition of our customers, or economic conditions in general, were to deteriorate, additional allowances may be required in the future and such additional allowances would increase our operating expenses and therefore reduce our operating income and net income.

     As of December 31, 2006, 2007 and 2008, the allowance set aside for doubtful receivables was NT$750 million, NT$702 million and NT$456 million (US$14 million), respectively, representing 2.1%, 1.5% and 1.8% of our gross notes and accounts receivables as of those dates. For the years ended December 31, 2006 and 2007, we did not need to record any additional allowances subsequent to year-end. As of February 28, 2009, we did not need to record any additional allowances for 2008.

     Inventory valuation. Inventories are stated at the lower of cost or market value. Market value represents the net realizable value for finished goods and work-in-progress, and replacement costs for raw materials, supplies and spare parts. Due to rapid technology changes, we also evaluate our ending inventory and reduce the carrying value of inventory for estimated obsolescence and unmarketable inventory by an amount that is the difference between the cost of the inventory and the lower estimated market value. The estimated market value of the inventory is mainly determined based on assumptions of future demand within a specific time horizon, which is generally 180 days or less. If actual demand and market conditions are less favorable than those projected by management, additional write-downs may be required. If actual demand and market conditions are more favorable than anticipated, inventory previously written down may be sold at a higher price, resulting in lower cost of sales and higher income from operations than expected for that period.

     As of December 31, 2006, 2007 and 2008, we recorded inventory valuation allowances in the aggregate amount of NT$1,005 million, NT$931 million and NT$2,301 million (US$70 million), respectively. Our inventory valuation allowance was primarily for estimated scraps and slow-moving items, including certain work-in-progress and finished goods. For the years ended December 31, 2006 and 2007, we did not need to record any additional allowances subsequent to year-end. As of February 28, 2009, we did not need to record any additional allowances for 2008.

     Valuation allowance for deferred tax assets. When we have net operating loss carry forwards, investment tax credits or temporary differences in the amount of tax recorded for tax purposes and accounting purposes, we may be able to reduce the amount of tax that we would otherwise be required to pay in future periods. We recognize all existing future tax benefits arising from these tax attributes as deferred tax assets and then establish a valuation allowance equal to the extent, if any, that it is more likely than not that deferred tax assets will not be realized. We record an income tax benefit or expense when there is a net change in our total deferred tax assets and liabilities in a period. The ultimate realization of the deferred tax assets depends upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible or the investment tax credits may be utilized. Specifically, our valuation allowances are impacted by our expected future revenue growth and profitability, tax holidays, alternative minimum tax, and the amount of tax credits that can be utilized within the statutory period. In determining the amount of valuation allowance for deferred tax assets as of December 31, 2008, we considered past performance, the general outlook of the semiconductor industry, business conditions caused by the global economic downturn, future taxable income and prudent and feasible tax planning strategies.

     Because the determination of the amount of valuation allowance is based, in part, on our forecast of future profitability, it is inherently uncertain and subjective. Changes in market conditions and our assumptions may cause the actual future profitability to differ materially from our current expectation, which may require us to increase or decrease the amount of valuation allowance that we have recorded. Because our expectation for future profitability is generally less during periods of reduced revenue, we will be more likely to provide significant valuation allowances with respect to deferred tax assets during those periods of already reduced income.

     As of December 31, 2006, 2007 and 2008, the ending balance for valuation allowances under R.O.C. GAAP were NT$8,127 million, NT$4,162 million and NT$7,109 million (US$217 million), respectively, representing 37.0%, 24.4% and 40.1% of net deferred tax assets as of those dates.

     Valuation of long-lived assets and intangible assets. We assess the impairment of long-lived assets and intangible assets whenever triggering events or changes in circumstances indicate that the asset may be impaired and carrying value may not be recoverable. Our long-lived assets subject to this evaluation include property, plant and equipment and amortizable intangible assets. Factors we consider important which could trigger an impairment review include, but are not limited to, the following:

	•		significant under performance relative to historical or projected future operating results;
	•		significant changes in the manner of our use of the acquired assets or our overall business strategy; and
	•		significant unfavorable industry or economic trends.

     When we determine that the carrying value of intangible assets and other long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment for long-lived assets based on a projected future cash flow. If the long-lived or intangible assets that are determined to be impaired are to be held and used, we recognize an impairment loss through a charge to our operating results to the extent the present value of discounted cash flows attributable to the assets are less than their carrying value. We also perform periodic review to identify the assets that are no longer used and are not expected to be used in future periods. An impairment charge is recorded to the extent, if any, that the carrying amount of the idle assets exceeds their fair value. Under R.O.C. GAAP, if the recoverable amount increases in a future period, the amount previously recognized as impairment will be reversed and recognized as a gain. However, the adjusted amount may not exceed the carrying amount that would have been determined, net of depreciation, as if no impairment loss had been recognized.

     The process of evaluating the potential impairment of long-lived assets requires significant judgment. We are required to review for impairment groups of assets related to the lowest level of identifiable independent cash flows. Due to our asset usage model and the interchangeable nature of our semiconductor manufacturing capacity, we must make subjective judgments in determining the independent cash flows that can be related to specific asset groups. In addition, because we must make subjective judgments regarding the remaining useful lives of assets and the expected future revenue and expenses associated with the assets, changes in these estimates based on changed economic conditions or business strategies could result in material impairment charges in future periods. Our projection for future cash flow is generally less during periods of reduced earnings. As a result, an impairment charge is more likely to occur during a period when our operating results are already otherwise depressed.

     Under R.O.C. GAAP, for purposes of evaluating the recoverability of long-lived assets, assets purchased for use in the business but subsequently determined to have no future economic benefits are written down to their fair value and recorded as either idle assets or assets held for disposition. However, prior to 2005, R.O.C. GAAP did not provide guidelines for impairment of assets that could still be used in the business. Therefore prior to 2005, long-lived assets that could still be used in the business and were impaired under U.S. GAAP continued to be depreciated for R.O.C. GAAP purposes. In 2000, WaferTech recorded approximately US$330 million as impairment under U.S. GAAP. In the years subsequent to 2000, as the value determined based on discounted cash flow or comparable market prices was higher than the carrying value of the long-lived assets, no additional impairment was recorded, except a loss on impairment of idle assets of NT$210 million (US$6 million) in 2008.

     As of December 31, 2006, 2007, and 2008, net long-lived assets and intangible assets amounted to NT$260,031 million, NT$268,176 million, and NT$250,771 million (US$7,655 million), respectively, under R.O.C. GAAP.

     Goodwill. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Under U.S. GAAP, and effective on January 1, 2005 under R.O.C. GAAP, we assess the impairment of goodwill on an annual basis, or more frequently whenever triggering events or changes in circumstances indicate that goodwill may be impaired and carrying value may not be recoverable. Moreover, effective on January 1, 2006, goodwill is no longer amortizable under R.O.C. GAAP. Factors we consider important which could trigger an impairment review include, without limitation, the following:

	•		significant decline in our stock price for a sustained period; and
	•		significant decline in our market capitalization relative to net book value.

     Application of the goodwill impairment test is also highly subjective and requires significant judgment, including the identification of cash generating units, assigning assets and liabilities to the relevant cash generating units, assigning goodwill to the relevant cash generating units, and determining the fair value of the relevant cash generating units. Under R.O.C. GAAP, the fair value of the cash generating units is compared to the associated carrying value including goodwill. On the other hand, under U.S. GAAP, the fair value of the reporting units is compared to the associated carrying value including goodwill.

     Under R.O.C. GAAP, goodwill recorded from the acquisition of TSMC-Acer and WaferTech is evaluated for impairment on an annual basis. Based on our most recent evaluation, the fair value calculated by using projected cash flow in five years was higher than the associated carrying value. As a result, we did not record any impairment charge under R.O.C. GAAP. Under U.S. GAAP, goodwill recorded from the acquisition of TSMC-Acer and WaferTech is evaluated for impairment on an annual basis. Based on our most recent evaluation, the fair value calculated by using the market capitalization method was higher than the associated carrying value. As a result, we did not record any impairment charge, under U.S. GAAP either.

     As of December 31, 2006, 2007, and 2008, goodwill amounted to NT$5,985 million, NT$5,988 million, and NT$6,044 million (US$184 million), respectively, under R.O.C. GAAP.

     Valuation of investments accounted for using the equity method. We assess the impairment of investments accounted for using the equity method whenever triggering events or changes in circumstances indicate that an investment may be impaired and carrying value may not be recoverable. We measure the impairment based on a projected future cash flow of the investees, the underlying assumptions for which had been formulated by such investees’ internal management team, taking into account sales growth and capacity utilization, which are benchmarked to TSMC’s standards to ensure the reasonableness of such assumptions. If an investment that is determined to be impaired is to be held, we recognize an impairment loss through a charge to our operating results to the extent the present value of discounted cash flows attributable to the investee is less than the carrying value of the investment.

     As of December 31, 2006, 2007, and 2008, no impairment loss was recorded as the value determined based on the discounted cash flow of the investees was higher than the carrying value of the investments accounted for using the equity method.

     Accounting for investments in private and publicly-traded securities. We hold equity interests in companies, some of which are publicly traded and have highly volatile share prices. We review all of our investments for impairment quarterly and record an impairment charge when we believe an investment has experienced an other-than-temporary decline in value. Determining whether an other-than-temporary decline in value of the investment has occurred is highly subjective. Such evaluation is dependent on the specific facts and circumstances. Factors we consider include, but are not limited to, the following: the market value of the security in relation to its cost basis, the duration of the decline in value, the financial condition of the investees, and our intent and ability to retain the investment for a sufficient period of time to allow for recovery in the market value of the investment. Impairment reviews with respect to private security investments also require significant judgments. Factors indicative of an other-than-temporary decline in value include recurring operating losses, credit defaults and subsequent rounds of financings at valuation below the cost basis of the investment.

     We have experienced declines in the value of certain privately held investments and publicly traded securities and recorded impairment loss of NT$280 million, NT$54 million and NT$1,560 million (US$48 million) in 2006, 2007 and 2008, respectively. While we have recognized all declines that are currently believed to be other-than-temporary as a charge to income, adverse changes in market conditions or poor operating results of underlying investments could result in further losses in future periods.

Results of Operations

     The following table sets forth, for the periods indicated, certain financial data from our consolidated statements of income, expressed in each case as a percentage of net sales:

		For the year ended December 31,
		2006				2007				2008
Net sales			100.0	%			100.0	%			100	%
Cost of sales			(50.9	)%			(55.9	)%			(57.5	)%
Gross profit			49.1	%			44.1	%			42.5	%
Operating expenses
General and administrative			(2.7	)%			(2.8	)%			(3.3	)%
Sales and marketing			(1.2	)%			(1.2	)%			(1.4	)%
Research and development			(5.1	)%			(5.5	)%			(6.4	)%
Total operating expenses			(9.0	)%			(9.5	)%			(11.1	)%
Income from operations			40.1	%			34.6	%			31.4	%
Non-operating income and gains			3.1	%			3.7	%			3.2	%
Non-operating expenses and losses			(1.2	)%			(0.6	)%			(1.1	)%
Income before income tax and minority interest			42.0	%			37.7	%			33.5	%
Income tax expense			(2.4	)%			(3.6	)%			(3.3	)%
Income before cumulative effect of changes in accounting principles			39.6	%			34.1	%			30.2	%
Cumulative effect of changes in accounting principles			0.5	%			—				—
Income before minority interest			40.1	%			34.1	%			30.2	%
Minority interest in income of subsidiaries			(0.1	)%			(0.3	)%			(0.2	)%
Net income			40.0	%			33.8	%			30.0	%

Year to Year Comparisons

     Net Sales and Gross Margin

		For the year ended December 31,
										% Change												% Change
		2006				2007				from 2006				2008								from 2007
		NT$				NT$								NT$				US$
		(in millions)												(in millions)
Net sales			317,407				322,630				1.6%				333,158				10,170				3.3%
Cost of sales			(161,597	)			(180,280	)			11.6%				(191,408	)			(5,843	)			6.2%
Gross profit			155,810				142,350				(8.6)%				141,750				4,327				(0.4)%
Gross margin percentage			49.1%				44.1%				—				42.5%				42.5%				—

     Net Sales

     Our net sales in 2008 increased by 3.3% from 2007. The increase in our net sales in 2008 was largely attributable to a continued increase in customer demand in the first three quarters of 2008, offset in part by a sharp decline in customer demand in the fourth quarter of 2008. This resulted in an overall increase of 5.8% in wafer shipment for the year 2008, from 8,005 thousand 200mm equivalent wafers in 2007 to 8,467 thousand 200mm equivalent wafers in 2008. In addition, our net sales in 2008 were negatively impacted by a stronger NT dollar against U.S. dollar, which appreciated against the U.S. dollar by 4.3%, as a significant portion of our sales are denominated in U.S dollars. As a result of the global economic downturn, we currently expect our net sales for the first quarter of 2009 to be around NT$39.5 billion, a decrease of 54.8% compared to the same period in 2008.

     Our net sales in 2007 increased by 1.6% from 2006. The increase in our net sales in 2007 was largely attributable to increase in customer demand, which resulted in a 10.9% increase in wafer shipment in 2007, from 7,215 thousand 200mm equivalent wafers in 2006 to 8,005 thousand 200mm equivalent wafers in 2007. The increase in sales volume was partially offset by a 11.5% decrease in the average selling price of our wafers in U.S. dollar terms in 2007. The decrease in the average selling price of our wafers in U.S. dollar terms was primarily the result of a decline in pricing for the same product or technology resulting primarily from pricing pressures in customers’ end market and an increase in competition, partially offset by a more favorable product mix as we saw a continued shift toward higher priced products using more advanced technologies. Our net sales in 2007 were also positively impacted by the fact that the average exchange rate for the NT dollar against the U.S. dollar depreciated by 1.0% in 2007 compared to 2006, as a significant portion of our sales are denominated in U.S. dollars.

     Gross Margin

     Our gross margin fluctuates, depending on the level of capacity utilization, wafer shipments, price change and product mix, among other factors. Our gross margin decreased to 42.5% of net sales in 2008 from 44.1% of net sales in 2007. The lower margin in 2008 was primarily driven by price declines, resulting primarily from pricing pressure in customers’ end markets and an increase in price competition, which negatively impacted our gross margin by 5.6 percentage points. In addition, expensing of employee profit sharing, lower capacity utilization in the fourth quarter of 2008 and a stronger average exchange rate of the NT dollar against the U.S. dollar, which respectively contributed to 2.3, 1.4 and 1.2 percentage points decrease in the gross margin for the year, offset in part by the favorable impact on gross margin of higher wafer shipments, the improvement in overall product mix, favorable cost reduction, which contributed 8.9 percentage points to the increase in gross margin for the year. Depreciation and amortization expenses in cost of sales increased from NT$74,921 million in 2007 to NT$76,541 million (US$2,336 million) in 2008. The increase in depreciation and amortization expenses in 2008 reflected the increase in depreciation from our advanced technology fabs, partially offset by the benefits received from the reduced depreciation of facilities and equipment in 200mm wafer fabs, and lower amortization of deferred charges. In 2008, while our operations ran at full capacity on average in the first three quarters, our capacity utilization rate began to decline sharply in the beginning of the fourth quarter of 2008, and decreased to a level significantly below our full capacity as a result of a sharp decline in customer demand by the end of 2008. As a result of the global economic downturn, we currently expect our gross margin for the first quarter of 2009 to be between 14% and 16%. Our depreciation and amortization expenses for 2009 in cost of sales are expected to be comparable to 2008.

     Our gross margin decreased to 44.1% of net sales in 2007 from 49.1% of net sales in 2006. The lower margin in 2007 was primarily driven by price declines, resulting primarily from pricing pressure in customers’ end market and an increase in competition, which negatively impacted the gross margin by 6.1 percentage points. In addition, lower capacity utilization, which made 3.7 percentage points decrease in the gross margin, offset in part the favorable impact on gross margin of higher wafer shipments, the improvement in overall product mix, favorable cost reduction, which contributed 4.2 percentage points to the increase in gross margin, and a weaker average exchange rate of the NT dollar against the U.S. dollar, which contributed 0.6 percentage points to the increase in the gross margin. Depreciation and amortization expenses in cost of sales increased from NT$69,123 million in 2006 to NT$74,921 million (US$2,310 million) in 2007. The increase in depreciation and amortization expenses in 2007 reflected the increase in depreciation from our advanced technology fabs, partially offset by the benefits received from the reduced depreciation of facilities and equipment in 200mm fabs, and lower amortization of deferred charges. In 2007, while our operations in the first quarter ran at a level significantly below the average for the year, our capacity utilization rate started to rise from the second quarter and increased further in the last quarter, due to the recovery of customer demand.

     Operating Expenses

		For the Year Ended December 31
										% Change												% Change
		2006				2007				from 2006				2008								from 2007
		NT$				NT$								NT$				US$
		(in millions)												(in millions)
Research and development			16,076				17,946				11.6%				21,481				656				19.7%
General and administrative			8,717				8,964				2.8%				11,097				339				23.8%
Sales and marketing			3,752				3,718				(0.9)%				4,737				144				27.4%
Total operating expenses			28,545				30,628				7.3%				37,315				1,139				21.8%
Percentage of net sales			9.0%				9.5%				—				11.1%				11.1%				—
Income from operations			127,265				111,722				(12.2)%				104,435				3,188				(6.5)%
Operating Margin			40.1%				34.6%				—				31.4%				31.4%				—

     Operating expenses increased by NT$6,687 in 2008 or 21.8% from NT$30,628 million in 2007, after an increase in operating expenses of NT$2,083 million in 2007, or 7.3%, from 2006.

     Research and Development Expenses

     We remain committed to being the leader in developing advanced process technology. We believe that continued investments in process technologies are essential for us to remain competitive in the markets we serve. Research and development expenditures increased by NT$3,535 million in 2008, or 19.7%, from 2007. The increase mainly reflected the impact from expensing of employee profit sharing in 2008. We plan to continue to invest significant amounts in research and development in 2009.

     Research and development expenditures increased by NT$1,870 million in 2007, or 11.6%, from 2006. Research and development expenses were higher in 2007 than in 2006 primarily due to the increase in development activities in 32/45 nanometer technologies.

     General and Administrative, Sales and Marketing Expenses

     General and administrative, sales and marketing expenses increased by NT$3,152 million in 2008, or 24.8%, from 2007, due to an increase of general and administrative expenses by NT$2,133 million, or 23.8%, and an increase in sales and marketing expenses by NT$1,019 million, or 27.4%. The increase mainly reflected the impact from expensing of employee profit sharing in 2008, partially offset by lower legal fees. The operating margin in 2008 was 31.4%, lower than 34.6% in 2007. As a result of the global economic downturn, we currently expect our operating margin for the first quarter of 2009 to be between negative 2% and 0%.

     General and administrative, sales and marketing expenses increased by NT$213 million in 2007, or 1.7%, from 2006, due to an increase of general and administrative expenses by NT$247 million, or 2.8%, and a decrease in sales and marketing expenses by NT$34 million, or 0.9%. The increase in general and administrative expenses was primarily due to higher legal fees, partially offset by lower depreciation and amortization expenses. The decrease in sales and marketing expenses was primarily due to a reversal of 2006 accrued expense in 2007, partially offset by an increase in labor cost due to an increase in headcounts. The operating margin in 2007 was 34.6%, lower than 40.1% in 2006.

     Non-Operating Income and Expenses

		For the Year Ended December 31
										% Change												% Change
		2006(1)				2007(1)				from 2006				2008								from 2007
		NT$				NT$								NT$				US$
		(in millions)												(in millions)
Non-operating income and gains			9,839				11,934				21.3	%			10,822				330				(9.3	)%
Non-operating expenses and losses			(3,742	)			(2,014	)			(46.2	)%			(3,785	)			(116	)			87.9	%
Net non-operating income (expenses)			6,097				9,920				62.7	%			7,037				214				(29.1	)%

     Net non-operating income decreased by NT$2,883 million in 2008, or 29.1%, from NT$9,920 million in 2007 primarily due to a NT$1,806 million decrease in equity in earnings of equity method investees, a NT$1,506 million increase in loss on impairment of financial assets, and a change from NT$63 million net valuation gain on financial instruments in 2007 to NT$1,081 million net valuation loss on financial instruments in 2008, partially offset by a NT$1,147 million increase in net foreign exchange gain and a NT$592 million increase in technical service income. Equity in earnings generated from equity method investees decreased significantly, primarily due to weakened operating performance of such equity method investees in 2008. The increase in loss on impairment of financial assets was mainly due to higher loss from impairment charge recognized for other-than-temporary decline in value of financial assets resulted from the turmoil in the global financial market in 2008. The change from NT$63 million net valuation gain on financial instruments in 2007 to NT$1,081 million net valuation loss on financial instruments in 2008 was primarily due to a decline in the market value of marketable financial instruments in 2008. The increase in net foreign exchange gain was mainly due to the depreciation of the NT dollar against the U.S. dollar in 2008, as compared to a very moderate appreciation of the NT dollar against the U.S. dollar in 2007. In 2008, our technical service income increased due to a non-recurring technology transfer agreement.

     Net non-operating income increased by NT$3,823 million in 2007, or 62.7%, from NT$6,097 million in 2006 primarily due to a change from NT$1,745 million net valuation loss on financial instruments in 2006 to NT$63 million net valuation gain on financial instruments in 2007, a NT$1,110 million increase in interest income, a NT$741 million increase in net gain on settlement and disposal of financial instruments, and a change from NT$401 million net foreign exchange loss in 2006 to a net foreign exchange gain of NT$81 million in 2007, partially offset by provision for litigation loss of NT$1,009 million in 2007. The change from NT$799 million net loss on settlement and disposal of financial instruments in 2006 to NT$633 million net gain on settlement and disposal of financial instruments in 2007 was primarily due to lower hedging costs as a result of a lower level of monetary assets and liabilities denominated in foreign currencies in 2007, which we needed to manage exposure due to fluctuation of foreign exchange rates. The change from NT$1,745 million net valuation loss on financial instruments in 2006 to NT$63 million net valuation gain on financial instruments in 2007 was primarily due to a change from a decline in the market value of marketable financial instruments in 2006 to an increase in the market value of marketable financial instruments in 2007. The increase in interest income was primarily the result of a higher level of cash holding and other interest bearing treasury assets. The change from NT$401 million net foreign exchange loss in 2006 to a net foreign exchange gain of NT$81 million in 2007 was primarily due to an appreciation of the NT dollar against the U.S. dollar in 2006 compared to a very moderate appreciation of the NT dollar against the U.S. dollar on spot rate basis in 2007. The provision for litigation loss of NT$1,009 million in 2007 was related to a lawsuit with UniRAM Technology, Inc.

     Income Tax Benefit (Expense)

		For the Year Ended December 31
										% Change												% Change
		2006				2007				from 2006				2008								from 2007
		NT$				NT$								NT$				US$
		(in millions)												(in millions)
Income tax expense			(7,774	)			(11,710	)			50.6%				(10,949	)			(334	)			(6.5)%
Cumulative effect of changes in accounting principles			1,607				—				—(1)%				—				—				—
Net income			127,010				109,177				(14.0)%				99,933				3,050				(8.5)%
Net margin			40.0%				33.8%				—				30.0%				30.0%				—

     Income tax expenses decreased by NT$761 million in 2008, or 6.5%, from 2007. This decrease was mainly due to a decrease in taxable income. See “— Taxation” below for a further discussion.

     Income tax expense increased by NT$3,936 million in 2007, or 50.6%, from 2006. This increase was mainly due to an increase in taxable income.

     Cumulative Effect of Changes in Accounting Principles

     On January 1, 2006, we adopted R.O.C. SFAS No. 34, “Accounting for Financial Instruments” (SFAS No. 34). Upon adoption of SFAS No. 34, an adjustment of NT$1,607 million made to the carrying amounts of the financial instruments categorized as financial assets or liabilities at fair value through profit or loss was included in the cumulative effect of changes in accounting principles; and an adjustment of NT$307 million made to the carrying amounts of those categorized as available-for-sale financial assets was recognized in shareholders’ equity.

Liquidity and Capital Resources

     Our cash, cash equivalents and current investments in marketable financial instruments amounted to NT$211,450 million (US$6,455 million) as of December 31, 2008, up from NT$174,834 million as of December 31, 2007. Our current investments in marketable financial instruments primarily consist of agency bonds, corporate bonds, asset-backed securities, government bonds, publicly-traded stocks and a variety of money market funds. Cash and cash equivalents increased by NT$99,628 million in 2008, or 104.9%, from 2007, following a decrease of NT$22,851 million in 2007, or 19.4%, from 2006.

		For the year ended December 31,
		2006				2007				2008
		NT$				NT$				NT$				US$
		(in millions)				(in millions)				(in millions)
Net cash provided by operating activities			204,997				183,766				221,494				6,761
Net cash used in investing activities			(119,724	)			(70,689	)			(8,042	)			(245	)
Net cash used in financing activities			(63,783	)			(135,410	)			(115,393	)			(3,522	)
Net increase/(decrease) in cash			21,353				(22,851	)			99,628				3,041

     Operating Activities

     In 2008, we generated NT$221,494 million (US$6,761 million) net cash from operating activities, as compared to NT$183,766 million and NT$204,997 million in 2007 and 2006, respectively. In 2008, net cash generated from operating activities increased primarily due to a NT$23,917 million decrease in notes and accounts receivable and a NT$8,986 million decrease in inventories due to a sharp decline in our sales resulting from lower customer demand in the fourth quarter of 2008. In 2007, net cash generated from operating activities decreased primarily due to a NT$17,833 million decrease in net income and a NT$12,134 million increase in notes and accounts receivable, partially offset by a NT$6,290 million increase in non-cash depreciation and amortization expenses.

     In 2008, depreciation and amortization expenses were NT$81,512 million (US$2,488 million), as compared to NT$80,005 million and NT$73,715 million in 2007 and 2006, respectively. In 2008, the increase in depreciation and amortization expenses was primarily attributed to the ramp-up of Fab 12 (Phase III), Fab 14 (Phases II and III), and Fab 10. In 2007, the increase in depreciation and amortization expenses was primarily due to the ramp-up of Fab 12 (Phases II and III), Fab 14 (Phase II), and Fab 10. We expect the depreciation and amortization expenses for 2009 to be comparable to 2008.

     Investing Activities

     In 2008, net cash used in investing activities was NT$8,042 million (US$245 million), as compared to NT$70,689 million and NT$119,724 million in 2007 and 2006 respectively. In 2008,decrease in net cash used in investing activities was the result of more cash received from disposals or redemption of investments in financial assets, and lower spending on capital expenditures during the year. In 2007, the amount of net cash used in investing activities decreased because of: (a) decreased investments made in financial assets; and (b) increased cash received from disposition or redemption of financial assets. The foregoing was partially offset by increased spending on capital expenditures, and increased deferred charges and refundable deposits.

     Capital expenditures in 2008 were primarily related to:

	•		adding production capacity to Fab 12 (Phase III), Fab 14 (Phases II and III) and Fab 10;
	•		Fab 12 and Fab 14 facilities;
	•		capacity expansion for mask and backend operations;
	•		developing process technologies which include 45-nanometer nodes and below; and
	•		other research and development projects.

     We expect our capital expenditures for 2009 to be spent primarily on adding capacity to our 300mm wafer fabs; Fab 12 facilities; new technology development for mask operations; development of process technologies in 32-nanometer nodes and below and other research and development projects. For the past few years, our capital expenditures were funded from our operating cash flow. Despite the current global economic downturn, the capital expenditures for 2009 are also expected to be funded from our operating cash flow. See “Item 4. Information on the Company — Capacity Management and Technology Upgrade Plans” for a discussion of our capacity management and capital expenditures.

     Financing Activities

     In 2008, net cash used in financing activities was NT$115,393 million (US$3,522 million), as compared to NT$135,410 and NT$63,783 million in 2007 and 2006, respectively. In 2008, net cash used in financing activities decreased primarily because of: (a) a decrease in the amount of repurchasing common shares totaling NT$11,932 million; and (b) an absence of repayment obligations for corporate bonds during the year. In 2007, net cash used in financing activities increased primarily because of: (a) an incurrence of NT$45,413 million to repurchase common shares during the year; (b) an increase in the amount of dividends paid-out totaling NT$15,645 million; and (c) repayment of corporate bonds amounting to NT$7,000 million.

     As of December 31, 2008, we had no short-term debt, and the current portion of our long-term debt was NT$8,222 million (US$251 million) and our aggregate long-term debt was NT$14,143 million (US$432 million). NT$659 million (US$20 million) of the long-term debt were denominated in U.S. dollars. To protect against reductions in value and the volatility of asset value caused by changes in foreign exchange rates, we utilized derivative financial instruments, including currency forward contracts and cross currency swaps, to hedge our currency exposure. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the hedging instruments used. NT$659 million of the long-term bank loans had floating interest rates based on the London interbank offer rate, or LIBOR. NT$12,500 million of the long-term bonds had fixed interest rates ranging from 2.75% to 3.00%. As of December 31, 2008, we had an aggregate of approximately NT$37,428 million (US$1,142 million) in unused short-term credit lines and an aggregate of approximately NT$2,271 million (US$69 million) in unused long-term credit lines.

     The loan agreements and credit facilities for the obligations of our consolidated subsidiaries contain covenants which, if violated, could result in our obligations under these agreements becoming due prior to the originally scheduled maturity dates. As of February 28, 2009, we were in compliance with the financial covenants.

     Cash Requirements

     The following table sets forth the maturity of our long-term debt (bank loans and bonds) outstanding as of December 31, 2008

		Long-term debt
		NT$
		(in millions)
During 2009			8,222
During 2010			917
During 2011			212
During 2012			4,675
During 2013 and thereafter			117

     The following table sets forth information on our material contractually obligated payments for the periods indicated as of December 31, 2008

		Payments Due by Period
						Less than												More than
Contractual Obligations		Total				1 Year				1-3 Years				4-5 Years				5 Years
		(in NT$ millions)
Long-Term Debt(1)			14,143				8,222				1,129				4,792				—
Capital Lease Obligations(2)			804				50				92				662				—
Operating Leases(3)			4,906				557				919				815				2,615
Other Payments(4)			10,675				1,127				968				8,580				—
Capital Purchase or other Purchase Obligations(5)			11,647				10,985				544				—				118
Total Contractual Cash Obligations(6)			42,175				20,941				3,652				14,849				2,733

     During 2008, we entered into derivative financial instruments transactions to manage exposures related to foreign-currency denominated receivables or payables. As of December 31, 2008, our cash requirements in 2009 for outstanding forward exchange agreements and cross currency swaps contracts were approximately US$454.0 million and EUR$1.5 million with our expected cash receipts of approximately NT$14,988.2 million. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk” for more information regarding our derivative financial instruments transactions. See also note 2 to the consolidated financial statements for our accounting policy of derivative financial instruments and note 24 to the consolidated financial statements for additional details regarding our derivative financial instruments transactions.

     We do not generally provide letters of credit to, or guarantees for any entity other than our consolidated subsidiaries.

     We require significant amounts of capital to build, expand, upgrade and maintain our production facilities and equipment. We incurred capital expenditures of NT$78,737 million, NT$84,001 million and NT$59,223 million (US$1,886 million)⁽¹⁾ in 2006, 2007 and 2008, respectively. We currently expect that our plans for adding capacity to our 300mm wafer fabs; Fab 12 facilities; new technology development for mask operations; development of process technologies in 32-nanometer nodes and below and other research and development projects will require lower capital expenditures in 2009 as compared to 2008.

     We expect to fund our expansion projects and other cash requirements primarily with internally generated funds. We have historically maintained a high level of liquid assets. Management estimates that our cash, cash equivalents and current investments in marketable financial instruments amounting to NT$211,450 million (US$6,455 million) as of December 31, 2008, together with our available credit facilities, cash flow from operations, and funds available from long-term debt financings will be sufficient to satisfy our future working capital needs, dividend payment, planned capital expenditures, research and development, and debt service requirements.

U.S. GAAP Reconciliation

     Our consolidated financial statements are prepared in accordance with R.O.C. GAAP, which differs in certain material aspects from U.S. GAAP. The following table sets forth a comparison of our net income and shareholders’ equity in accordance with R.O.C. GAAP and U.S. GAAP for the periods indicated:

		For the year ended December 31,
		2006				2007				2008
		NT$				NT$				NT$				US$
		(in NT$ millions)
Net income in accordance with:
R.O.C. GAAP			127,010				109,177				99,933				3,050
U.S. GAAP			95,711				71,658				81,473				2,487
Shareholders’ equity attributable to the shareholders of the parent in accordance with:
R.O.C. GAAP			507,981				487,092				476,377				14,541
U.S. GAAP			532,403				513,228				511,089				15,601