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Himax Technologies

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FY2005 Annual Report · Himax Technologies
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LETTER  TO  SHAREHOLDERS

Dear  Shareholders:

Since our inception in 2001, Himax has successfully established a solid position in the display driver business.  We are now

well  positioned  to  become  a  leading  semiconductor  solution  provider  for  the  flat  panel  display  industry.

At this time last year, we at Himax collectively came to the conclusion that our market opportunity was growing and that we

needed  to  capitalize  on  this  growth  trend.    Our  Nasdaq  IPO  at  the  end  of  March  2006  was  in-line  with  our  growth  plan,  as

it  not  only  strengthened  our  balance  sheet  but  also  served  as  a  global  branding  event  for  Himax.

As a leading supplier in the TFT-LCD industry, Himax already has a solid track record of share gains in the global large panel

display  drivers  segment.  While  we  have  accomplished  a  great  deal  in  the  past,  we  believe  that  the  greatest  opportunities  lie

ahead of us.  We are strengthening our market position in small- and medium-sized display driver business.  We also continue

to  expand  successfully  into  new  segments  such  as  LCD  TV  chipsets  and  LCOS  microdisplays.

We  achieved  impressive  growth  led  by  favorable  market  dynamics  and  the  execution  of  our  business  plan.    Overall,  Himax

ended 2005 in the number 3 spot, with 15.8% share in large panel display driver revenue globally.  There is clearly more room

for  expansion  as  we  continue  to  grow  with  our  anchor  customers  and  expand  our  market  share  through  new  customers.

Display  driver  for  TV  panel  shows  strong  growth.    This  segment  is  one  of  the  largest  opportunities  in  the  semiconductor

industry.  It continues to see strong demand growth due to superior performance and viewing experience offered by flat panel

displays.  We continue to believe that the LCD industry is still in the early stages of expansion, with the TV segment offering

the  greatest  potential  for  growth.

We also expect further growth in the monitor and notebook computer segments as flat panels are now the dominant display

system worldwide.  In these segments, low cost is one of the most important considerations for customers.  We are addressing

this  customer  demand  by  introducing  higher  channel  ICs,  new  designs,  and  more  diversified  supplier  base.    We  expect  that

both  shipments  and  revenues  will  continue  to  grow  as  demand  for  flat  panel  applications  remains  strong.

Display driver shipments for both handset and consumer electronics have grown significantly since 2004, when the segment

was only a small contributor.  We have made considerable progress in penetrating the small- and medium-sized TFT-LCD driver

segment, especially the displays for mobile handsets.  We expect a continued transition to drivers for high-resolution displays,

which  typically  carry  higher  ASPs.  Our  technologies  and  product  offerings  ideally  position  us  to  benefit  from  this  trend.

We  also  expect  to  benefit  from  the  significant  investments  we  have  made  in  R&D  to  broaden  our  product  offering  into  other

markets  that  offer  the  potential  for  attractive  growth  and  higher  gross  margins.    We  have  started  shipping  video  processors

for  LCD  TVs  and  expect  to  introduce  more  integrated  products  in  this  area.

Capitalizing  on  our  significant  expertise  in  LCOS  microdisplay  technology,  we  are  developing  differentiated  products  that

address our customers’ specific display requirements such as high performance, low power consumption, and cost efficiency

for various applications.  We believe the diversity in our offering revenue will further strengthen our position in the marketplace

and  increase  shareholder  value.

In  summary,  the  dedication  of  our  employees  and  the  strength  of  our  technology  and  service  have  put  Himax  in  a  strong

position.    We  thank  you  for  your  support,  and  we  will  continue  to  drive  for  excellence  and  strive  to  achieve  the  growth  you

have  come  to  expect.

Sincerely,

Jordan  Wu

President  and  CEO

Himax  Technologies,  Inc.

1

ANNUAL  REPORT  TO  SHAREHOLDERS  FOR  THE  YEAR  2005

Contents

Forward-Looking  Statements .....................................................................................................................

Selected  Financial  Data ..............................................................................................................................

History  and  Development  of  the  Company ...............................................................................................

Business  Operations ...................................................................................................................................

Critical  Accounting  Policies  and  Estimates ...............................................................................................

Results  of  Operations .................................................................................................................................

Consolidated  Financial  Statements ............................................................................................................

Corporate  Information .................................................................................................................................

 3

 4

 6

 8

  32

  36

  47

  91

2

FORWARD-LOOKING  STATEMENTS

This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities

Act  of  1933,  as  amended,  and  Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  Although

these  forward-looking  statements,  which  may  include  statements  regarding  our  future  results  of  operations,

financial  condition,  or  business  prospects,  are  based  on  our  own  information  and  information  from  other

sources  we  believe  to  be  reliable,  you  should  not  place  undue  reliance  on  these  forward-looking  statements,

which apply only as of the date of this annual report. The words “anticipate,” “believe,” “expect,” “intend,” “plan,”

“estimate”  and  similar  expressions,  as  they  relate  to  us,  are  intended  to  identify  a  number  of  these  forward-

looking  statements.  Our  actual  results  of  operations,  financial  condition  or  business  prospects  may  differ

materially from those expressed or implied in these forward-looking statements for a variety of reasons, including,

among  other  things  and  not  limited  to,  our  anticipated  growth  strategies,  our  future  business  developments,

results of operations and financial condition, our ability to develop new products, the expected growth of the

display  driver  markets,  the  expected  growth  of  end-use  applications  that  use  flat  panel  displays,  particularly

TFT-LCD  panels,  development  of  alternative  flat  panel  display  technologies,  other  factors.

All  references  to  “New  Taiwan  dollars,”  “NT  dollars”  and  “NT$”  are  to  the  legal  currency  of  the  ROC;  and  all

references  to  “dollars,”  “U.S.  dollars,”  and  “$”  are  to  the  legal  currency  of  the  United  States.

3

SELECTED  FINANCIAL  DATA

The  selected  consolidated  statement  of  operations  data  for  the  years  ended  December  31,  2003,  2004  and

2005 and the selected consolidated balance sheet data as of December 31, 2004 and 2005 are derived from

our  consolidated  financial  statements  included  herein,  which  have  been  audited  by  KPMG  Certified  Public

Accountants, or KPMG, and were prepared in accordance with U.S. GAAP. The selected consolidated balance

sheet data as of December 31, 2001, 2002 and 2003 and the selected consolidated statement of operations

data for the period from our inception on June 12, 2001 to December 31, 2001 and the year ended December

31, 2002 have been derived from our consolidated financial statements that have not been included herein but

have  been  audited  by  KPMG  and  were  prepared  in  accordance  with  U.S.  GAAP.  Our  consolidated  financial

statements include the accounts of Himax Technologies, Inc. and its subsidiaries as if we had been in existence

for all years presented. As a result of our recent reorganization, 100% of our outstanding ordinary shares are

owned by former shareholders of Himax Taiwan.  This reorganization is a change in legal organization for which

no  change  in  accounting  basis  is  appropriate.  Therefore,  in  presenting  our  consolidated  financial  statements,

the  assets  and  liabilities,  revenues  and  expenses  of  Himax  Taiwan  and  its  subsidiaries  are  included  in  our

consolidated financial statements at their historical amounts for all periods presented. Our historical results do

not necessarily indicate results expected for any future periods.  The selected financial and operating data set

forth  below  should  be  read  in  conjunction  with  the  consolidated  financial  statements  and  the  notes  to  those

statements  included  herein.

For  the  Period

from

June  12,  2001

(Inception)  to

December  31,
2001

Year  Ended  December  31,

2002

2003

2004

2005

(in  thousands,  except  per  share  data)

Consolidated  Statements  of  Operations  Data:

Revenues .............................................................. $

8,980

$ 56,478

$131,843 $300,273 $ 540,204

Costs  and  expenses(1):

Cost  of  revenues ............................................

Research  and  development ...........................

General  and  administrative .............................

Sales  and  marketing ......................................

Total  costs  and  expenses ...................................

Operating  income  (loss) .......................................

7,176

1,509

317

162

9,164

(184)

Net  income  (loss)(2) .............................................. $

20

$

45,313

100,102

235,973

419,380

7,800

1,489

884

21,077

24,021

41,278

4,614

2,669

4,654

2,742

6,784

4,762

55,486

128,462

267,390

472,204

992

513

3,381

32,883

68,000

$

(581)

$ 36,000 $ 61,558

Earnings  (loss)  per  ordinary  share(2)

      and  per  ADS(3):

Basic ................................................................ $

Diluted .............................................................. $

0.00

0.00

$

$

0.00

0.00

$ (0.00)

$ (0.00)

$

$

0.21 $

0.21 $

0.35

0.34

Weighted-average  number  of  shares  used  in

      earnings  per  share  computation:

Basic ................................................................

25,732

103,276

116,617

169,320

176,105

Diluted ..............................................................

26,057

104,739

116,617

173,298

180,659

Note:  (1) The  amount  of  share-based  compensation  included  in  applicable  costs  and  expenses  categories  is  summarized

as  follows:

4

For  the  Period

from

June  12,  2001

(Inception)  to

December  31,
2001

Year  Ended  December  31,

2002

2003

2004

2005

(in  thousands)

Cost  of  revenues ................................................. $

17

$

172

$

827

$

291 $

188

Research  and  development ................................

344

3,057

11,666

4,288

General  and  administrative ..................................

Sales  and  marketing ............................................

34

35

353

348

2,124

1,349

721

537

6,336

848

1,241

Total .................................................................. $

430

$ 3,930

$ 15,966

$

5,837 $

8,613

(2) Under  the  ROC  Statute  for  Upgrading  Industries,  we  are  exempt  from  income  taxes  for  income  attributable  to

expanded  production  capacity  or  newly  developed  technologies.  If  we  had  not  been  exempt  from  paying  this

income  tax,  net  income  and  basic  and  diluted  earnings  per  share  would  have  been  $52.4  million,  $0.30  and

$0.29  for  the  year  ended  December  31,  2005,  respectively.  This  tax  exemption  expires  on  March  31,  2009.

(3) Each  ADS  represents  one  ordinary  share.  Earnings  (loss)  per  ADS  are  unaudited.

The  following  table  presents  our  selected  consolidated  balance  sheet  data  as  of  December  31,  2001,  2002,

2003,  2004  and  2005:

As  of  December  31,

2001

2002

2003

2004

2005

(in  thousands)

Consolidated  Balance  Sheet  Data:

Cash  and  cash  equivalents ................................ $

2,067

$ 2,697

$   2,529

$

5,577 $

7,086

Accounts  receivable,  net .....................................

Accounts  receivable  from  related  parties ..........

Inventories .............................................................

Total  current  assets .............................................

Total  assets ..........................................................

Short-term  debt ...................................................

Accounts  payable .................................................

Total  current  liabilities ..........................................

Total  liabilities .......................................................

Total  stockholders’  equity ...................................

80

3,901

1,222

7,621

9,079

–

2,249

3,922

3,922

5,157

1,637

4,786

12,056

26,885

29,423

–

5,803

11,750

11,975

17,448

12,543

22,893

21,088

26,860

39,285

80,158

69,688

54,092

105,004

88,245

144,414

300,056

96,159

157,770

327,239

–

22,901

43,613

43,870

–

27,274

38,649

105,801

52,157

160,784

52,246

160,784

52,289

104,860

165,831

5

HISTORY  AND  DEVELOPMENT  OF  THE  COMPANY

Himax  launched  IPO  on  Nasdaq  on  March  31,  2006

Himax  Taiwan,  our  predecessor,  was  incorporated  on  June  12,  2001  as  a  limited  liability  company  under  the

laws of the ROC. On April 26, 2005, we established Himax Technologies Limited, an exempted company with

limited liability under the Companies Law Cap. 22 of the Cayman Islands, or the Companies Law, as a holding

company  to  hold  the  shares  of  Himax  Taiwan  in  connection  with  our  reorganization  and  share  exchange.  On

October 14, 2005, Himax Taiwan became our wholly owned subsidiary through a share exchange consummated

pursuant to the ROC Business Mergers and Acquisitions Law through which we acquired all of the issued and

outstanding  shares  of  Himax  Taiwan,  and  we  issued  ordinary  shares  to  the  shareholders  of  Himax  Taiwan.

Shareholders of Himax Taiwan received one of our ordinary shares in exchange for one Himax Taiwan common

share. The share exchange was unanimously approved by shareholders of Himax Taiwan on June 10, 2005 with

no  dissenting  shareholders  and  by  the  ROC  Investment  Commission  on  August  30,  2005  for  our  inbound

investment in Taiwan, and on September 7, 2005 for our outbound investment outside of Taiwan. Acquisition

of  our  ordinary  shares  by  non-ROC  shareholders  of  Himax  Taiwan  is  not  subject  to  the  approval  of  the  ROC

Investment Commission.  We effected this reorganization and share exchange to comply with ROC laws, which

prohibit  a  Taiwan  incorporated  company  not  otherwise  publicly  listed  in  Taiwan  from  listing  its  shares  on  an

overseas stock exchange. Our reorganization enables us to maintain our operations through our Taiwan subsidiary,

Himax  Taiwan,  while  allowing  us  to  list  our  shares  overseas  through  our  holding  company  structure.

Pursuant to the approval letters from the ROC Investment Commission, we and Himax Taiwan have to satisfy

certain documentation requirements in order to evidence the completion of the share exchange, some of which

have yet to be completed as of the date of this annual report. On November 24, 2005, Himax Taiwan submitted

to the ROC Investment Commission (1) the status report confirming the completion of the share exchange, (2)

the  shareholders’  notice  setting  the  record  date  of  the  share  exchange  and  (3)  the  shareholders  register

maintained by our registrar. In addition, on December 5, 2005, Himax Taiwan submitted to the ROC Investment

Commission  its  latest  corporate  registration  card  issued  by  the  ROC  Ministry  of  Economic  Affairs.  The  ROC

Investment  Commission  is  in  the  process  of  reviewing  these  documents  and  may  request  Himax  Taiwan  to

provide  further  documents  to  satisfy  the  documentation  requirement.  We  do  not  anticipate  any  difficulties  in

providing the required documentation to the ROC Investment Commission and expect that any further required

documents  (if  any)  will  be  submitted  on  a  timely  basis  in  satisfaction  of  our  obligations  under  the  relevant

approval  letter.

The common shares of Himax Taiwan were traded on the Emerging Stock Board from December 26, 2003 to

August  10,  2005,  under  the  stock  code  “3222.”  Himax  Taiwan’s  common  shares  were  delisted  from  the

Emerging  Stock  Board  on  August  11,  2005.  As  a  result  of  our  reorganization,  Himax  Taiwan  is  no  longer  a

Taiwan  public  company,  and  its  common  shares  are  no  longer  listed  or  traded  on  any  trading  markets.

On September 26, 2005, we changed our name to “Himax Technologies, Inc.,” and on October 17, 2005 Himax

Taiwan changed its name to “Himax Technologies Limited” upon the approval of shareholders of both companies

and  amendments  to  the  respective  constitutive  documents.  We  effected  the  name  exchange  in  order  to

6

maintain continuity of operations and marketing under the trade name “Himax Technologies, Inc.,” which had

been  previously  used  by  Himax  Taiwan.

We closed our initial public offering on April 4, 2006 and our ADSs have been quoted on the Nasdaq National

Market  since  March  31,  2006.    Our  ordinary  shares  are  not  listed  or  publicly  traded  on  any  trading  markets.

As of May 1, 2006, approximately 199.4 million of our shares were outstanding. We believe that, of such shares,

approximately 56.7 million shares in the form of ADSs were held by approximately 6,125 holders in the United

States  as  of  May  1,  2006.

Our  principal  executive  offices  are  located  at  10th  Floor,  No.  605,  Chungshan  Road,  Hsinhua,  Tainan  County

712,  Taiwan,  Republic  of  China.  Our  telephone  number  at  this  address  is  +886  (6)  505-0880.  Our  registered

office  in  the  Cayman  Islands  is  located  at  Century  Yard,  Cricket  Square,  Hutchins  Drive,  P.O.  Box  2681  GT,

Georgetown, Grand Cayman, Cayman Islands. Our telephone number at this address is +(1-345) 949-1040. In

addition,  we  have  regional  offices  in  Hsinchu  and  Taipei,  Taiwan;  Suzhou  and  Shenzhen,  China;  Yokohama,

Japan; and Anyangsi Kyungkido, South Korea. Investor inquiries should be directed to us at the address and

telephone  number  of  our  principal  executive  offices  set  forth  above.  Our  website  is  www.himax.com.tw.  The

information contained on our website is not part of this annual report. Our agent for service of process in the

United  States  is  Puglisi  &  Associates  located  at  850  Library  Avenue,  Suite  204,  Newark,  Delaware  19711.

7

BUSINESS  OPERATIONS

Himax  is  one  of  the  world’s  leading  large-sized  TFT-LCD  panel

display  driver  suppliers,  with  a  market  share  of  approximately

15.8%  in  terms  of  revenues  in  2005.

Overview

We design, develop and market semiconductors that are critical components of flat panel displays. We believe

we are among the world’s leading suppliers of large-sized TFT-LCD panel display drivers, with a market share

of approximately 15.8% in terms of revenues in 2005, according to iSuppli. Our principal products are display

drivers for large-sized TFT-LCD panels, which are used in desktop monitors, notebook computers and televisions,

and  display  drivers  for  small-  and  medium-sized  TFT-LCD  panels,  which  are  used  in  mobile  handsets  and

consumer electronics products such as digital cameras, mobile gaming devices and car navigation displays. We

also offer display drivers for panels using OLED technology and LTPS technology. In addition, we are expanding

our product offering to include television semiconductor solutions, as well as LCOS products. Our customers

are panel and television makers. We believe that our leading design and engineering expertise, combined with

our focus on customer service and close relationships with semiconductor manufacturing service providers, has

contributed  to  our  success.

Industry  Background

We  operate  in  the  flat  panel  display  semiconductor  industry.  As  our  semiconductors  are  critical  components

of  flat  panel  displays,  our  industry  is  closely  linked  to  the  trends  and  developments  of  the  flat  panel  display

industry. According to iSuppli, global unit shipments of large-sized (ten inches and above in diagonal measurement)

flat  panel  displays  are  expected  to  grow  from  approximately  203.7  million  units  in  2005  to  approximately

352.7 million units in 2009. iSuppli also forecasts global unit shipments of small- and medium-sized (less than

ten inches in diagonal measurement) flat panel displays to grow from approximately 1.5 billion units in 2005 to

approximately 1.8 billion units in 2009. This projected growth is expected to drive the demand for semiconductors

used in large-sized panels and small- and medium-sized panels. Panel manufacturers are primarily located in

Taiwan,  South  Korea,  Japan  and  China.  We  believe  that  Taiwan-based  semiconductor  companies  are  well

positioned to take advantage of the geographic proximity to work closely with panel manufacturers to design

semiconductors  to  be  integrated  into  such  customers’  products.

Flat  Panel  Displays

Flat panel displays are thin displays that are widely used in a broad range of applications, including notebook

computers,  desktop  monitors,  televisions,  mobile  handsets  and  consumer  electronics  products.  Flat  panel

displays have a number of attractive characteristics, including flat and thin screens, light weight, high resolution,

stable picture quality with no flickering, low power consumption and low radiation. Technological innovation and

production  efficiency  have  resulted  in  the  reduction  in  the  price  of  flat  panel  displays  and  have  narrowed  the

price difference between flat panel displays and traditional cathode ray tube, or CRT, displays. For certain large-

sized applications such as desktop monitors and televisions, CRT displays are increasingly being replaced by

flat panel displays. This trend is expected to drive the demand for large-sized flat panel displays. Further, the

demand  for  low-cost,  high-quality  color  displays  for  small-sized  applications  and  consumer  preferences  for

multimedia  color  panels  are  expected  to  drive  the  demand  for  mobile  handsets  and  other  mobile  devices.

8

There are several alternative flat panel display technologies at various stages of development and commercial

production,  including  the  following:

• Amorphous  silicon  thin  film  transistor  liquid  crystal  display  technology,  or  a-Si  TFT-LCD,  is  an  advanced

active  matrix  technology  that  uses  a  matrix  of  transistors  embedded  on  a  thin  film  of  silicon  to  change

the transparency of the LCD when voltage is applied. An a-Si TFT-LCD panel consists of two thin glass

substrates  between  which  a  layer  of  liquid  crystals  is  deposited  and  behind  which  a  light  source  is

mounted. The front glass substrate is fitted with a color filter, while the back glass substrate, also called

a TFT array, has a thin film of transistors, or TFT, formed on its surface. The liquid crystals are normally

aligned to allow the polarized light from the backlight unit to pass through the two glass panels to form

a picture element, or pixel. When voltage is applied to the transistors on the TFT array, the liquid crystals

change their alignment and alter the amount of light that passes through them. Meanwhile, the color filter

on  the  front  glass  substrate  gives  each  pixel  its  own  color.  The  combination  of  these  pixels  in  different

colors and levels of brightness forms the image on the panel. A-Si TFT-LCD panels are used in devices

of different sizes ranging from one inch to greater than 50 inches for various applications. Unless otherwise

indicated,  the  term  “TFT-LCD”  is  used  generally  in  this  prospectus  to  refer  to  a-Si  TFT-LCD.

• LTPS is an alternative form of TFT-LCD technology and uses poly silicon instead of the amorphous silicon

used  in  standard  TFT-LCD  panels.  LTPS  is  currently  primarily  used  in  small-sized  panels.

• OLED  technology  uses  electro-luminescent  materials  under  active  or  passive  matrix  schemes.  OLED  is

currently  primarily  used  in  small-sized  panels.

• Super  twisted  nematic,  or  STN,  is  a  passive  matrix  LCD  technology.  STN  is  a  low-power,  low-cost

solution that has been widely used in small displays. There are two types of STN displays, monochrome

and color. Color STN displays have largely replaced monochrome STNs, with monochrome STNs primarily

used in low-end mobile handsets. However, color STN is gradually being replaced by TFT-LCD and other

technologies  that  offer  superior  image  quality  compared  with  color  STN  technology.

• Liquid  crystal  on  silicon  technology,  or  LCOS,  is  a  microdisplay  technology  that  creates  high-resolution

images  with  liquid  crystals  and  silicon  chips.  LCOS  displays  are  constructed  with  a  silicon  chip,  a  layer

of liquid crystals and a glass cover plate in contrast to the more common TFT-LCD construction of liquid

crystals  sandwiched  between  two  glass  plates.  LCOS  is  at  a  relatively  early  stage  of  commercialization

and  is  currently  used  in  large-sized  projection  televisions  and  certain  small-sized  applications.

• Digital  light  processing  technology,  or  DLP,  is  another  microdisplay  technology.  Instead  of  using  liquid

crystals, the DLP chip is a reflective surface containing tiny mirrors. Each mirror represents a single pixel.

DLP  technology  is  primarily  used  in  large-sized  projection  televisions.

Of these technologies, TFT-LCD technology was the most widely used flat panel display technology in 2005 in

terms of revenues, with global sales of TFT-LCD driver products representing approximately 68.3% of the total

flat  panel  driver  market,  according  to  iSuppli.  TFT-LCD  is  currently  the  dominant  technology  used  in  desktop

monitors and notebook computers and is becoming more widely adopted in televisions. The attractiveness of

the TFT-LCD market opportunity has spurred substantial investments in capital expenditures on new generation

fabs leading to expanded and improved manufacturing capacity and increased focus and spending on research

and development by panel manufacturers. Additionally, the TFT-LCD market opportunity has contributed to the

growth  of  a  highly  developed  and  specialized  supply  chain.  The  combination  of  these  factors  is  expected  to

9

continue to improve performance and reduce the unit cost of TFT-LCD panels and thereby further drive demand

for  such  products  and  their  components.

Flat  Panel  Display  Semiconductors

Flat panel displays require different semiconductors depending upon the display technologies and the application.

Some  of  the  most  important  ones  include  the  following:

• Display  Driver.        The  display  driver  receives  image  data  from  the  timing  controller  and  delivers  precise

analog voltages or currents to create images on the display. The two main types of display drivers for a

TFT-LCD panel are gate drivers and source drivers. Gate drivers turn on the transistor within each pixel

cell on the horizontal line on the panel for data input at each row. Source drivers receive image data from

the timing controller and generate voltage that is applied to the liquid crystal within each pixel cell on the

vertical line on the panel for data input at each column. The combination determines the colors generated

by  each  pixel.  Typically  multiple  gate  drivers  and  source  drivers  are  installed  separately  on  the  panel.

However, for certain small-sized applications, gate drivers and source drivers are integrated into a single

chip  due  to  space  and  cost  considerations.  The  number  of  display  drivers  required  for  each  panel

depends  on  the  resolution.  Large-sized  panels  typically  have  higher  resolution  and  require  more  display

drivers  than  smaller-sized  panels.

• Timing  Controller.        The  timing  controller  receives  image  data  and  converts  the  format  for  the  source

drivers’ input. The timing controller also generates controlling signals for gate and source drivers. Typically

the timing controller is a discrete semiconductor in large-sized TFT-LCD panels. For small-sized applications,

however,  the  timing  controller  may  be  integrated  with  display  drivers.

• Scaler.    For certain displays, a scaler is installed to magnify or shrink image data in order for the image

to  fill  the  panel.

• Operational Amplifier.    An operational amplifier supplies the reference voltage to source drivers in order

to  make  their  output  voltage  uniform.

• Television Chipset.    Television flat panel displays require chipsets that typically contain all or some of the

following  components:  an  audio  processor,  analog  interfaces,  digital  interfaces,  a  video  processor,  a

channel  receiver  and  a  digital  television  decoder.  See  “–Products–Television  Semiconductor  Solutions–

Television  Chipsets”  for  a  description  of  these  components.

• Others.        Flat  panel  displays  also  require  multiple  general  purpose  semiconductors  such  as  memory,

power  converters  and  inverters.

Characteristics  of  the  Display  Driver  Market

Although we operate in several distinct segments of the flat panel display semiconductor industry, our principal

products are display drivers. Display drivers are critical components of flat panel displays. As a result, we believe

that the projected growth in the demand for flat panel displays will result in the growth in demand for display

drivers. According to iSuppli, shipments of display drivers are expected to grow from 4.2 billion units in 2005

to 6.3 billion units in 2009, with global sales revenues increasing from $7.8 billion in 2005 to $9.3 billion in 2009.

The  display  driver  market  has  specific  characteristics,  including  those  discussed  below.

10

Concentration  of  Panel  Manufacturers

The global TFT-LCD panel industry consists of a small number of manufacturers, substantially all of which are

based  in  Asia.  According  to  iSuppli,  the  top  ten  TFT-LCD  panel  manufacturers  of  large-sized  panels  in  terms

of unit sales accounted for 95.7% of global sales in the first three quarters of 2005. All of these manufacturers

are  based  in  Asia.  In  recent  years,  TFT-LCD  panel  manufacturers,  in  particular  Taiwan-  and  Korea-based

manufacturers,  have  invested  heavily  to  establish,  construct  and  ramp  up  additional  fab  capacity.  The  capital

intensive  nature  of  the  industry  often  results  in  TFT-LCD  panel  manufacturers  operating  at  a  high  level  of

capacity utilization in order to reduce unit costs. This tends to create a temporary oversupply of panels, which

reduces the average selling price of panels and puts pricing pressure on display driver companies. Moreover,

the  concentration  of  panel  manufacturers  permits  major  panel  manufacturers  to  exert  pricing  pressure  on

display driver companies such as us. The small number of panel manufacturers intensifies this as display driver

companies, in addition to seeking to expand their customer base, must also focus on winning a larger percentage

of  such  customers’  display  driver  requirements.

Customization  Requirements

Each  panel  display  has  a  unique  pixel  design  to  meet  its  particular  requirements.  To  optimize  the  panel’s

performance, display drivers have to be customized for each panel design. The most common customization

requirement is for the display driver company to optimize the gamma curve of each display driver for each panel

design. Display driver companies must work closely with their customers to develop semiconductors that meet

their  customers’  specific  needs  in  order  to  optimize  the  performance  of  their  products.

Mixed-Signal  Design  and  High-Voltage  CMOS  Process  Technology

Display drivers have specific design and manufacturing requirements that are not standard in the semiconductor

industry. Some display drivers require mixed-signal design since they combine both analog and digital devices

on  a  single  semiconductor  to  process  both  analog  signals  and  digital  data.  Manufacturing  display  drivers

requires high-voltage complementary metal oxide semiconductor, or CMOS, process technology typically operating

at eight to 16 volts for source drivers and 10 to 40 volts for gate drivers, levels of voltage which are not standard

in  the  semiconductor  industry.  For  display  drivers,  the  driving  voltage  must  be  maintained  under  a  very  high

degree  of  uniformity,  which  can  be  difficult  to  achieve  using  standard  CMOS  process  technology.  However,

manufacturing  display  drivers  does  not  require  very  small-geometry  semiconductor  processes.  Typically,  the

manufacturing process for large panel display drivers requires geometries between 0.18 micron and 1 micron

because the physical dimensions of a high-voltage device do not allow for the economical reduction in geometries

below this range. We believe that there are a limited number of fabs with high-voltage CMOS process technology

that  are  capable  of  high-volume  manufacturing  of  display  drivers.

Special  Assembly  and  Testing  Requirements

Manufacturing  display  drivers  requires  certain  assembly  and  testing  technologies  and  equipment  that  are  not

standard for other semiconductors and are offered by a limited number of providers. The assembly of display

drivers  typically  uses  either  tape  automated  bonding,  also  known  as  TAB,  or  chip-on-glass,  also  known  as

COG,  technologies.  Display  drivers  also  require  gold  bumping,  which  is  a  process  in  which  gold  bumps  are

plated onto each wafer to connect the die and the processed tape, in the case of TAB packages, and the glass,

in the case of COG packages. TAB may utilize tape carrier package, also known as TCP, or chip on film, also

11

known  as  COF.  The  type  of  assembly  used  depends  on  the  panel  manufacturer’s  design  which  is  influenced

by panel size and application and is typically determined by the panel manufacturers. Display drivers for large-

sized  applications  typically  require  TAB  package  types  and,  to  a  lesser  extent  COG  package  types,  whereas

display  drivers  for  mobile  handsets  and  consumer  electronics  products  typically  require  COG  packages.  The

testing  of  display  drivers  also  requires  special  testers  that  can  support  high-channel  and  high-voltage  output

semiconductors.  Such  testers  are  not  standard  in  the  semiconductor  industry.

Supply  Chain  Management

The manufacturing of display drivers is a complex process and requires several manufacturing stages such as

wafer fabrication, gold bumping and assembly and testing, and the availability of materials such as the processed

tape used in TAB packaging. We refer to these manufacturing stages and material requirements collectively as

the  “supply  chain.”  Panel  manufacturers  typically  operate  at  high  levels  of  capacity  utilization  and  require  a

reliable supply of display drivers. A shortage of display drivers, or a disruption to this supply, may disrupt panel

manufacturers’  operations  since  replacement  supplies  may  not  be  available  on  a  timely  basis  or  at  all,  given

the customization of display drivers. As a result, a display driver company’s ability to deliver its products on a

timely basis at the quality and quantity required is critical to satisfying its existing customers and winning new

ones. Such supply chain management is particularly crucial to fabless display driver companies that do not have

their own in-house manufacturing capacity. In the case of display drivers, supply chain management is further

complicated by the high-voltage CMOS process technology and the special assembly and testing requirements

that  are  not  standard  in  the  semiconductor  industry.  Access  to  this  capacity  also  depends  in  part  on  display

driver companies having received assurances of demand for their products since semiconductor manufacturing

service providers require credible demand forecasts before allocating capacity among customers and investing

to  expand  their  capacity  to  support  growth.

Need  for  Higher  Level  of  Integration

The  small  form  factor  of  mobile  handsets  and  certain  consumer  electronics  products  restricts  the  space  for

components. Small-sized panel applications require one source driver, one gate driver and one timing controller,

which  can  be  installed  as  separate  semiconductors  or  as  an  integrated  single-chip  driver.  Customers  are

increasingly demanding higher levels of integration in order to manufacture more compact panels, simplify the

module assembly process and reduce unit costs. Display driver companies must be able to offer highly integrated

chips  that  combine  the  source  driver,  gate  driver  and  timing  controller,  as  well  as  semiconductors  such  as

memory, power circuit and image processors, into a single chip. Due to the size restrictions and stringent power

consumption  constraints  of  such  display  drivers,  single-chip  drivers  are  complex  to  design.  For  large-sized

panel applications, integration is both more difficult to achieve and less important since size and weight are less

of  a  priority.

The  Taiwan  Advantage  in  the  Flat  Panel  Display  Driver  Industry

The highly developed Taiwan semiconductor supply chain and the close proximity to panel manufacturers have

contributed to the growth of Taiwan’s display driver industry. Taiwan is one of the world’s leading locations for

outsourced  semiconductor  manufacturing  and  back-end  services,  with  leading  semiconductor  manufacturing

service providers offering outsourced, high-volume and advanced manufacturing for each of the various stages

of the semiconductor manufacturing process, including wafer fabrication, gold bumping, assembly and testing.

12

This  cluster  effect  gives  Taiwan-based  display  driver  companies  access  to  significant  capacity,  economies  of

scale, specialized expertise and manufacturing flexibility. Moreover, Taiwan-based semiconductor manufacturing

service providers can leverage Taiwan’s large pool of highly skilled engineers and other personnel suitable for

sophisticated  manufacturing  industries.  The  ready  availability  of  semiconductor  manufacturing  in  Taiwan  helps

Taiwan-based  display  driver  companies  such  as  us  to  mass-produce  their  products  at  competitive  prices.

Taiwan is also a key location for panel manufacturers. The close proximity to customers facilitates efficient joint

development  and  improved  manufacturing  processes  and  engineering  support.

The  Himax  Solution

  Our  semiconductors  and  solutions  provide  our  customers  with  the  following  benefits:

 • Comprehensive  Display  Driver  Solutions.        We  offer  comprehensive  display  driver  solutions  and  have

devoted substantial resources to satisfy our customers’ short- and long-term needs. We are highly skilled

in  the  design  of  customized,  high-performance  and  cost-effective  display  drivers.  We  believe  that  we

design and offer display drivers that meet the various and fast-changing requirements of panel manufacturers.

We have in-depth knowledge of display technologies and liquid crystal characteristics and are committed

to  working  closely  with  our  customers  and  using  this  know-how  to  solve  their  display-related  problems

and  to  optimize  the  performance  of  their  products.

 • Broad  Product  Portfolio.        We  offer  a  broad  range  of  display  drivers  to  meet  the  requirements  of  our

customers.  We  provide  display  drivers  to  support  a  wide  range  of  resolutions,  panel  sizes  and  various

interface  technologies,  including  customized  interfaces,  as  well  as  COF,  COG  and  TCP  package  types.

To further broaden our product portfolio, we are developing source and gate drivers with a higher number

of  channels  and  higher-bit  source  drivers  for  large-sized  TFT-LCD  panels,  expanding  our  portfolio  of

display  drivers  for  LTPS  and  developing  display  drivers  for  panels  utilizing  OLED  technology.

• Customized  Products  That  Optimize  Panel  Performance.        We  design  many  of  our  products  based  on

our  customers’  specifications,  and  we  work  closely  with  our  direct  customers,  and  in  some  cases  our

customers’  customers,  to  better  understand  their  needs  and  to  align  our  products  with  their  product

roadmaps.  For  example,  our  continuing  close  relationship  and  collaboration  with  CMO,  a  leading  panel

manufacturer, have improved our understanding of the requirements of panel manufacturers and enhanced

our ability to optimize panel performance. Our customized product approach allows our engineers to focus

on  customer  service  and  deliver  engineering  samples  and  offer  engineering  solutions.  Finally,  our  ability

to quickly change the driving gamma curve allows us to optimize the performance of various liquid crystal

materials  and  customize  our  products.

• Fabless Model for Manufacturing Efficiency and Flexibility.    We use semiconductor manufacturing service

providers  such  as  foundries  and  assembly  and  testing  houses.  We  engage  foundries  with  high-voltage

CMOS  process  technology  for  our  display  drivers,  and  we  work  with  assembly  and  testing  houses  that

specialize in TAB and COG assembly, thereby allowing us to take advantage of the economies of scale

and  specialization  of  such  semiconductor  manufacturing  service  providers.  In  addition,  we  are  able  to

capture  the  financial  and  operational  benefits  of  the  fabless  model,  including  reduced  manufacturing

personnel, capital expenditures, fixed assets and fixed costs. Our fabless model also provides us with the

flexibility  to  use  the  most  suitable  technology  and  service  provider  for  a  particular  product.

• Cost-Effective Solutions for High-Volume Manufacturing.    We strive to design cost-effective semiconductors

for high-volume manufacturing by reducing manufacturing and material costs while maintaining the desired

13

level  of  performance.  We  believe  that  our  relationships  with  our  suppliers  provide  us  with  access  to

processed  tape  used  in  TAB  package  and  equipment  at  competitive  prices.  Since  panel  manufacturers

are price sensitive, we must leverage existing product design expertise to shrink the die size in order to

develop  cost-effective  products  with  desired  features  and  performances.  Moreover,  we  strive  to  achieve

cost savings by economies of scale, yield improvements, design improvements and manufacturing efficiency.

• Highly Integrated, Small and Power Efficient Display Drivers for Mobile Handsets and Consumer Electronics

Products.        Our  engineers  are  highly  skilled  at  combining  various  multi-voltage,  mixed  signal  functional

building blocks into a single chip. For example, our display drivers for mobile device applications combine

source drivers, gate drivers, power circuit, timing controllers and static random access memory, or SRAM,

into  a  single  chip.  We  have  devoted  significant  time  and  engineering  resources  collaborating  with  our

customers to simulate, characterize, and, as necessary, adapt these processes to design and develop our

products  for  higher  performances  and  smaller  die  sizes.  As  a  result,  we  believe  our  display  drivers  for

mobile handsets are currently among the smallest in the industry. Similarly, we work to reduce the power

consumption  and  heat  generation  of  our  products,  as  improved  power  efficiency  extends  battery  life,

which  is  particularly  important  for  mobile  devices.

Strategy

We are a leading supplier of display drivers for large-sized TFT-LCD panels. Our aim is to become one of the

world’s  leading  providers  of  semiconductors  for  flat  panel  display  applications.  We  intend  to  pursue  this  goal

through  the  following  strategies:

Expand  and  Diversify  Our  Customer  Base  and  Capture  a  Larger  Percentage  of  Our  Customers’  Large-sized

Panel  Display  Driver  Requirements.        We  currently  sell  display  drivers  to  many  of  the  world’s  leading  panel

manufacturers,  including  CMO,  CPT,  Innolux  Display,  Samsung  and  SVA-SEC.  We  believe  we  are  among  the

world’s leading suppliers of display drivers for large-sized TFT-LCD panel display drivers, with a market share

of approximately 15.8% in terms of revenues in 2005, according to iSuppli. This position, which we achieved

in a relatively short period of time, reflects our customers’ confidence in our ability to scale up our production

to meet their volume requirements and our ability to provide customized, high-performance and cost-effective

products.  We  intend  to  leverage  our  market  position  to  continue  to  enhance  and  strengthen  our  relationship

with existing customers and expand and diversify our customer base. We seek to capture a larger percentage

of  their  requirements  by  continuing  to  focus  on  customization  and  enhanced  product  performance.  We  are

actively  working  with  existing  and  prospective  customers  on  new  designs.  Additionally,  the  trend  towards

display drivers with a higher number of channels with the advanced interface technologies required of higher-

resolution panels should offer opportunities for us to achieve additional design wins. We aim to capture growth

opportunities  presented  by  these  industry  developments  and  to  reduce  our  reliance  on  any  one  customer.

Target Leadership Position in Mobile Handset Display Driver Market.    We aim to establish a leadership position

in  the  mobile  handset  display  driver  market.  We  offer  display  drivers  for  panels  using  TFT-LCD  and  LTPS

technologies  and  are  developing  display  drivers  for  panels  using  OLED  technology  to  further  expand  our

product  offerings  and  market  penetration.  We  commenced  volume  shipments  of  single-chip  TFT-LCD  display

drivers for use in mobile handsets in August 2004 and of our small-sized display drivers using our die shrink

know-how for mobile handsets in June 2005. We believe our display drivers for mobile handsets are currently

14

among the smallest in the industry. We believe that mobile handset display drivers will provide us with significant

growth  opportunities  as  a  result  of  the  growing  demand  for  low-cost,  high-quality  displays  and  as  mobile

handsets increasingly incorporate multimedia features. Moreover, we believe that achieving a leadership position

in  the  mobile  handset  display  driver  market  would  enable  us  to  diversify  our  sources  of  revenue.

Leverage Design and Engineering Expertise to Capture Other Growth Opportunities.    We plan to leverage our

display-related semiconductor and engineering expertise to develop other products for which we believe there

are  significant  growth  opportunities.  For  example,  we  are  focusing  on  television  chipsets  for  use  in  flat  panel

and advanced CRT televisions. Our close collaboration with panel manufacturers that are focused on the LCD

television market enables us to better understand the requirements of LCD television makers. Additionally, we

have leveraged our design and process capabilities to develop and commercialize LCOS products, which are

targeted  at  projection  TV  and  microdisplay  opportunities.

Strengthen  Our  Semiconductor  Manufacturing  Supply  Chain.        We  aim  to  strengthen  our  access  to  stable,

larger,  more  reliable,  diverse  and  cost-efficient  manufacturing  capacity  and  supply  of  processed  tape.  We

believe  this  is  important  to  our  ability  to  meet  our  customers’  delivery  requirements,  since  to  do  so  our

semiconductor manufacturing service providers and suppliers must meet the schedules and quality specifications

that we set for them. Our customers expect us to have access to sufficient high-quality and diverse manufacturing

capacity  to  meet  their  long-term  growth  targets.  We  plan  to  strengthen  our  relationships  with  our  existing

foundries  and  to  begin  sourcing  from  additional  semiconductor  manufacturing  service  providers.

15

Our  focus  on  customer  service  and  close  relationships  with

semiconductor manufacturing service providers has contributed

to  our  success.

Products

We  have  three  principal  product  lines:

•

•

•

display  drivers  and  timing  controllers;

television  semiconductor  solutions;  and

LCOS  products.

We commenced volume shipments of our first source and gate driver for large-sized panels in July 2001 and

have  developed  a  broad  product  portfolio  of  display  drivers  and  timing  controllers  for  use  in  large-sized  TFT-

LCD  panels.  We  commenced  volume  shipments  of  our  first  display  drivers  for  use  in  consumer  electronics

applications  in  April  2002,  volume  shipments  of  two-chip  display  drivers  for  mobile  handsets  in  August  2003

and volume shipments of single-chip display drivers for mobile handsets in August 2004. In September 2004,

we  commenced  volume  shipments  of  our  first  television  semiconductor  solutions.  We  commenced  shipping

engineering  samples  of  LCOS  products  in  December  2003.

Display  Drivers  and  Timing  Controllers

Display  Driver  Characteristics

Display drivers deliver precise analog voltages and currents that activate the pixels on panels. The following is

a  summary  of  certain  display  driver  characteristics  and  their  relationship  to  panel  performance.

• Resolution and Number of Channels.   Resolution refers to the number of pixels per line multiplied by the

number  of  lines,  which  determines  the  level  of  fine  detail  within  an  image  displayed  on  a  panel.  For

example,  a  color  display  screen  with  1,024  x  768  pixels  has  1,024  red  columns,  1,024  green  columns

and  1,024  blue  columns  for  a  total  of  3,072  columns  and  768  rows.  The  red,  green  and  blue  columns

are  commonly  referred  to  as  “RGB.”  Therefore,  the  display  drivers  need  to  drive  3,072  column  outputs

and 768 row outputs. The number of display drivers required for each panel depends on the resolution.

For example, an XGA (1,024 x 768 pixels) panel requires eight 384 channel source drivers (1,024 x 3 =

384 x 8) and three 256 channel gate drivers (768 = 256 x 3), while a SXGA (1,280 x 1,024 pixels) panel

requires ten 384 channel source drivers and four 256 channel gate drivers. The number of display drivers

required can be reduced by using drivers with a higher number of channels. For example, a SXGA panel

can have eight 480 channel source drivers or four 960 channel source drivers instead of ten 384 channel

source drivers. Thus, using display drivers with a higher number of channels can reduce the number of

display drivers required for each panel, although display drivers with a higher number of channels typically

have  higher  unit  costs.

• Color Depth.   Color depth is the number of colors that can be displayed on a screen, which is determined

by  the  number  of  shades  of  a  color,  also  known  as  grayscale,  that  can  be  shown  by  the  panel.  For

example, a 6-bit source driver is capable of generating 26 x 26 x 26 = 218, or 262K colors, and similarly,

16

an  8-bit  source  driver  is  capable  of  generating  16  million  colors.  Typically,  for  TFT-LCD  panels  currently

in  commercial  production,  262K  and  16  million  colors  are  supported  by  6-bit  and  8-bit  source  drivers,

respectively.

• Operational Voltage.    A display driver operates with two voltages: the input voltage (which enables it to

receive signals from the timing controller) and the output voltage (which, in the case of source drivers, is

applied  to  liquid  crystals  and,  in  the  case  of  gate  drivers,  is  used  to  switch  on  the  TFT  device).  Source

drivers typically operate at input voltages from 3.3 to 1.8 volts and output voltages between eight to 16

volts. Gate drivers typically operate at input voltages from 3.3 to 1.8 volts and output voltages from 10

to  40  volts.  Lower  input  voltage  saves  power  and  lowers  electromagnetic  interference,  or  EMI.  Output

voltage may be higher or lower depending on the characteristics of the liquid crystal (or diode), in the case

of  source  drivers,  or  TFT  device,  in  the  case  of  gate  drivers.

• Gamma Curve.    The relationship between the light passing through a pixel and the voltage applied to

it by the source driver is nonlinear and is referred to as the “gamma curve” of the source driver. Different

panel designs and manufacturing processes require source drivers with different gamma curves. Display

drivers need to adjust the gamma curve to fit the pixel design. Due to the materials and processes used

in manufacturing, panels may contain certain imperfections which can be corrected by the gamma curve

of the source driver, a process which is generally known as “gamma correction.” For certain types of liquid

crystal,  the  gamma  curves  for  RGB  cells  are  significantly  different  and  thus  need  to  be  independently

corrected.  Some  advanced  display  drivers  feature  three  independent  gamma  curves  for  RGB  cells.

• Driver  Interface.        Driver  interface  refers  to  the  connection  between  the  timing  controller  and  display

drivers.  Display  drivers  increasingly  require  higher  bandwidth  interface  technology  to  address  the  larger

data volume necessary for video images. Panels used for higher data transmission applications such as

televisions require more advanced interface technology. The principal types of interface technologies are

transistor-to-transistor logic, or TTL, reduced swing differential signaling, or RSDS, and mini low voltage

differential  signaling,  or  mini-LVDS.  Among  these,  RSDS  and  mini-LVDS  were  developed  as  low  power,

low  noise  and  low  amplitude  method  for  high-speed  data  transmission  using  fewer  copper  wires  and

resulting in lower EMI. In 2005, we introduced two new display driver interfaces: dual edge TTL, or DETTL,

and turbo RSDS. DETTL enables the interface to function with lower power (below 1.8V), thus reducing

power consumption. Turbo RSDS is an upgraded version of RSDS which increases the interface frequency

from  85MHz  to  135MHz,  thus  reducing  the  bus  width  and  panel  costs.

• Package Type.    The assembly of display drivers typically uses TAB and COG package types. COF and

TCP are two types of TAB packages. Customers typically determine the package type required according

to their specific mechanical and electrical considerations. In general, display drivers for small-sized panels

use COG package type whereas display drivers for large-sized panels primarily use TAB package types

and  to  a  lesser  extent  COG  package  types.

Large-Sized  Applications

We provide source drivers, gate drivers and timing controllers for large-sized panels principally used in desktop

monitors, notebook computers and televisions. Display drivers used in large-sized applications feature different

key characteristics, depending on the end-use application. For display drivers for use in notebook computers,

low  power  consumption  is  a  key  feature  due  to  the  portability  of  notebook  computers  and  the  need  for  long

battery life. For display drivers used in desktop monitors, low cost is more desirable than low power consumption.

17

For  advanced  televisions,  display  drivers  must  meet  the  requirements  of  larger  panels,  such  as  higher  data

transmission rates, wider viewing angles, faster response time, higher color depth and better image performance.

The  table  below  sets  forth  the  features  of  our  products  for  large-sized  applications:

Product

Features

TFT-LCD  Source

• 384  to  720  output  channels

      Drivers

• 6-bit  (262K  colors)  or  8-bit  (16  million  colors)

• one  gamma-type  driver

• three  gamma-type  drivers  (RGB  independent  gamma  curve  to  enhance  color

image)

• output  driver  voltage  ranging  from  eight  to  16V

• input  logic  voltage  ranging  from  standard  3.3V  to  low  power  1.8V

• low  power  consumption  and  low  EMI

• supports  TCP,  COF  and  COG  package  types

• supports TTL, RSDS, mini-LVDS, DETTL, turbo RSDS and customized interface

TFT-LCD  Gate  Drivers

• 192  to  400  output  channels

technologies

• output  driving  voltage  ranging  from  10  to  40V

• input  logic  voltage  ranging  from  standard  3.3V  to  low  power  1.8V

• low  power  consumption

• supports  TCP,  COF  and  COG  package  types

Timing  Controllers

• product  portfolio  supports  a  wide  range  of  resolutions,  from  VGA  (640  x  480

pixels)  to  HDTV  (1,920  x  1,080  pixels)

• supports  TTL,  RSDS,  mini-LVDS,  DETTL,  turbo  RSDS  and  customized  output

interface  technologies

• input  logic  voltage  ranging  from  standard  3.3V  to  low  power  1.8V

• embedded overdrive function for television applications to improve response time

• supports  TTL  and  LVDS  input  interface  technologies

The industry trend for large-sized applications is towards low power consumption notebook computer display

drivers,  low  cost  desktop  monitor  display  drivers  and  display  drivers  that  can  support  higher  speed  interface

technologies,  have  greater  color  depth  and  enhanced  color  through  RGB  independent  gamma  for  use  in

advanced  televisions.

18

Mobile  Handset  Applications

We offer display drivers for mobile handset displays that combine source driver, gate driver and other functions

into a single chip. As mobile handsets become smaller and more compact, customers are increasingly demanding

smaller die sizes and higher levels of integration with source driver, gate driver, timing controller, as well as more

functional semiconductors such as memory, power circuit and image processors, integrated into a single chip.

Moreover, mobile handsets must operate for long durations without recharging the battery. Thus, display drivers

with  lower  power  consumption  are  desired  in  order  to  extend  the  battery  life.  Low  cost  is  also  an  important

feature  as  mobile  handset  manufacturers  continue  to  reduce  cost  and  customers  increasingly  seek  out  cost-

effective  display  drivers.

The  following  table  summarizes  the  features  of  our  products  for  mobile  handsets:

Product

Features

TFT-LCD  Drivers

• highly integrated single chip embedded with the source driver, gate driver, power

circuit,  timing  controller  and  memory

• product portfolio suitable for a wide range of resolutions including QQVGA (128

x 160 pixels), QCIF (132 x 176 pixels), QCIF+ (176 x 220 pixels), QVGA (240 x

320  pixels)  and  a  range  of  panel  sizes  from  1.5  to  2.4  inches  in  diagonal

measurement

• supports  262K  colors  to  16  million  colors

• input  logic  voltage  ranging  from  standard  3.3V  to  low  power  1.65V

• low  power  consumption  and  low  EMI

• utilizes  die  shrink  technology  to  reduce  die  size  and  cost

• slimmer  die  for  compact  module  to  fit  smaller  mobile  handset  designs

• application  specific  integrated  circuits,  or  ASIC,  can  be  designed  to  meet

customized  requirements  (e.g.  drivers  without  memory  or  drivers  without  gate

driver  embedded  on  the  chip)

LTPS  Drivers

• highly  integrated  single  chip  embedded  with  the  source  driver,  power  circuit,

timing  controller  and  memory

• supports  262K  colors  to  16  million  colors

• input  logic  voltage  ranging  from  standard  3.3V  to  low  power  1.65V

• utilizes  die  shrink  technology  to  reduce  die  size  and  cost

• slimmer  die  for  compact  module

• ASIC  can  be  designed  to  meet  customized  requirements

(e.g.  gate-less  or  multi-bank  output  driver)

19

The  industry  trend  for  mobile  handset  display  drivers  is  towards  display  drivers  that  can  support  high-speed

interfaces,  have  greater  color  depth  and  enhanced  image  quality  as  mobile  handsets  increasingly  incorporate

multimedia  functions.

Consumer  Electronics  Products

We offer source drivers, gate drivers, timing controllers and integrated drivers for consumer electronics products

like  digital  cameras,  digital  video  recorders,  personal  digital  assistants,  mobile  gaming  devices,  portable  DVD

players and car navigation displays. We offer an extensive line of display drivers covering different applications,

interfaces  and  channel  output  and  levels  of  integration.  Similar  to  mobile  handsets,  consumer  electronics

products are typically compact, battery-operated devices. Customers are increasingly demanding display drivers

with smaller and more compact die sizes and higher levels of integration with source driver, gate driver, timing

controller,  as  well  as  more  functional  semiconductors  such  as  memory,  power  circuit  and  image  processors,

integrated  into  a  single  chip.  Moreover,  display  drivers  with  lower  power  consumption  are  desired  in  order  to

extend  the  battery  life.

The  following  table  summarizes  the  features  of  our  products  used  in  consumer  electronics  products:

Product

Features

TFT-LCD  Source  Drivers

• 240  to  960  output  channels

• products  for  analog  and  digital  interfaces

• supports  262K  colors  to  16  million  colors

• input  logic  voltage  ranging  from  standard  3.3V  to  low  power  2.5V

• low  power  consumption  and  low  EMI

TFT-LCD  Gate  Drivers

• 96  to  480  output  channels

• input  logic  voltage  ranging  from  standard  3.3V  to  low  power  2.5V

• output  driving  voltage  ranging  from  10  to  40V

TFT-LCD  Integrated  Drivers

• highly integrated single chip embedded with source driver, gate driver,

timing  controller  and  power  circuit

• products  for  analog  or  digital  interfaces

Timing  Controllers

• products  for  analog  or  digital  interfaces

• supports various resolutions from 280 x 220 pixels to 800 x 600 pixels

The  industry  trend  for  display  drivers  used  in  medium-sized  consumer  electronics  products  is  towards  higher

channels  and  for  the  timing  controller  to  be  integrated  into  the  video  processor.  The  trend  of  display  drivers

used  in  small-sized  consumer  electronics  products  is  towards  single-chip  solutions  combining  source  driver,

gate  driver,  timing  controller  and  power  circuit  into  a  single  chip.

20

Television  Semiconductor  Solutions

We  provide  television  semiconductor  solutions  specifically  designed  to  meet  the  requirements  of  advanced

television  systems.

Set  forth  below  are  the  various  semiconductor  components  that  may  be  utilized  in  advanced  televisions:

Analog  Video  Signals

Analog  Interfaces

Digital  Video/Audio
            Signals

Analog  TV  Signal

Digital  TV  Signal

Analog  Audio  Signals

Digital  Interfaces

Analog  Tuner

– –
–
–
–
–
–
–
––––
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
– – – – – – – – – – – – – –
–
–
– – – – – – – – – – – – – – – –
–
– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

Channel  Receiver

Digital  Tuner

Video  processor

Panel

DTV  Decoder

–
–
–
–

Audiooo  Processor/
Amplifier

Speakers

Video  Signal  Path

Audio  Signal  Path
– – – – – – – – – – – – – –

Television  Chipsets

Television chipsets contain numerous components that process video and audio signals and thus enhance the

image and audio qualities of televisions. Advanced televisions typically require some or all of these components:

• Audio  Processor/Amplifier.        Demodulates,  processes  and  amplifies  sound  from  television  signals.

• Analog Interfaces.    Convert analog video signals into digital video signals. Video decoder and analog-

to-digital  converter  (ADC)  are  included.

• Digital  Interfaces.        Receive  digital  signals  via  digital  receivers.  Digital  visual  interfaces  (DVI)  and  high-

definition  multimedia  interfaces  (HDMI)  are  included.

• Channel Receiver.    Demodulates input signals so that the output becomes compressed bit stream data.

• DTV  Decoder.        Converts  video  and  audio  signals  from  compressed  bit  stream  data  into  regular  video

and  audio  signals.

• Video Processor.    Performs the scaling function that magnifies or shrinks the image data in order to fit

the panel’s resolution; provides real-time processing for improved color and image quality; converts output

video  from  an  interlaced  format  to  a  progressive  format  in  order  to  eliminate  jaggedness;  and  supports

on-screen  display  and  real-time  video  format  transformation.

21

We are developing all of the above components, although we currently only offer and sell video processors in

volume. Our video processors are designed for use in advanced televisions and our product portfolio includes

high-performance video processors which target high-end segments as well as cost-effective video processors

which  target  entry-level  segments.

The  following  table  summarizes  the  features  of  our  video  processors:

Product

Features

Video  Processors

• 3D  noise  reduction  reduces  spatial  or  temporal  noise  on  the  video  image

• 3D  de-interlacer  converts  output  video  from  interlaced  format  to  progressive

format  to  eliminate  jaggedness

• dynamic  exposure  adaptation  maximizes  black  and  white  contrast  quality

• scaling  function  to  convert  the  image  resolution  coming  from  video  sources  in

order  to  fit  the  panel’s  resolution

• dynamic  color  adaptation  adjusts  video  color  to  make  it  more  saturated  and

accurate

Television  Tuner  Modules

We  offer  a  variety  of  digital  and  analog  television  tuner  modules.  We  are  highly  skilled  in  designing  compact,

high-performance  tuner  modules  that  integrate  semiconductors  and  other  components  on  the  system  board.

The  semiconductors  and  components  are  purchased  from  third-party  suppliers  and  are  assembled  by  third-

party electronics manufacturing service providers. We design our television tuner modules in an advanced, coil-

free  architecture  to  provide  slim  and  small  tuners.

Our tuners are suitable for most of the world’s signal transmission standards, including: Digital Video Broadcast-

Terrestrial,  also  known  as  DVB-T,  the  digital  television  standard  (depending  on  the  bandwidth)  in  Taiwan,

Australia  and  Europe;  Advanced  Television  System  Committee,  or  ATSC,  the  digital  television  standard  in  the

United States and Canada; National Television System Committee, or NTSC, the analog television standard in

the  United  States,  Canada,  Japan,  the  Philippines,  Taiwan  and  South  Korea;  Phase  Alternating  Line,  or  PAL,

the analog television standard in Western Europe, Australia, Hong Kong and China; and Systeme Electronique

Couleur  Avec  Memoire,  or  SECAM,  the  analog  television  standard  in  France,  Russia  and  Eastern  Europe.

22

The  following  table  sets  forth  the  features  of  our  television  tuner  modules:

Product

Features

Digital  Television  Tuner  Modules

• DVB-T  tuners  for  6MHz  bandwidth  (for  use  in  Taiwan),  7MHz

bandwidth (for use in Australia) and 8MHz bandwidth (for use in

Europe)

• ATSC  RF  tuners  with  NTSC  function

• lower  power  RF  tuners

Analog  Television  Tuner  Modules

• global  tuner  combining  NTSC,  PAL  and  SECAM  television

standards  and  FM  radio  tuner

• low  power  off-air  tuner  combining  NTSC  and  PAL  television

standards  and  FM  radio  tuner

• mobile analog tuner combining NTSC television standards and

FM  radio  tuner

• slim  design  to  save  space

LCOS  Products

LCOS  technology  is  still  at  a  relatively  early  stage  of  commercial  application  but  is  expected  to  be  utilized  in

near-to-eye applications, rear projection televisions and mini-projectors. We design our LCOS products at our

subsidiary,  Himax  Display,  which  owns  and  operates  a  fab  for  the  manufacture  of  such  products.

The  following  table  sets  forth  the  features  of  our  LCOS  products:

Product

Features

LCOS  Modules  for  Near-to-eye

• 640  x  360  pixels  (Q720P),  VGA  and  SVGA  resolutions

      and  Mini-projector  Applications

• 8-bit  (16  million  colors)

• high  reflectivity  and  greater  than  100:1  contrast  ratio

• low  power  consumption

LCOS  Modules  for  Projection

• WXGA  and  HDTV  resolutions

      Applications

• 8-bit  (16  million  colors)

• high  reflectivity  and  greater  than  1,000:1  contrast  ratio

Other  Products  and  Services

We established Amazion in July 2004 to design, develop and market semiconductors for power management

applications. To date, Amazion has not generated any revenues from such products. We also offer liquid crystal

injection  services  through  our  subsidiary  Himax  Display.  In  2005,  Himax  Display  generated  NT$95.8  million

($2.9  million)  in  revenues  from  such  services.

Core  Technologies  and  Know-How

Driving System Technology.    Through our collaboration with panel manufacturers, we have developed extensive

knowledge of circuit design, TFT-LCD driving systems, high-voltage processes and display systems, all of which

are important to the design of high-performance TFT-LCD display drivers. Our engineers have in-depth knowledge

of the driving system technology, which is the architecture for the interaction between the source driver, gate

driver,  timing  controller  and  power  systems  as  well  as  other  passive  components.  We  believe  that  our

23

understanding  of  the  entire  driving  system  has  strengthened  our  design  capabilities.  Our  engineers  are  highly

skilled in designing power efficient and compact display drivers that enhance the performance of TFT-LCD. We

are  leveraging  our  know-how  of  display  drivers  and  driving  system  technology  to  develop  display  drivers  for

panels  utilizing  other  technologies  such  as  OLED.

High-Voltage CMOS Circuit Design.    Unlike most other semiconductors, TFT-LCD display drivers require a high

output voltage of eight to 40 volts. We have developed circuit design technologies using a high-voltage CMOS

process  that  enables  us  to  produce  high-yield,  reliable  and  compact  drivers  for  high-volume  applications.

Moreover, our technologies enable us to keep the driving voltage at very high uniformity, which can be difficult

to  achieve  when  using  standard  CMOS  process  technology.

High-Bandwidth  Interfaces.        In  addition  to  high-voltage  circuit  design,  TFT-LCD  display  drivers  require  high

bandwidth transmission for video signals. We have applied several high-speed interfaces, including TTL, RSDS,

mini-LVDS, DETTL, turbo RSDS and customized interfaces, in our display drivers. Moreover, we are developing

additional driver interfaces for special applications with optimized speed, lower EMI and higher system stability.

Die  Shrink  and  Low-Power  Technologies.        Our  engineers  are  highly  skilled  in  employing  their  knowledge  of

driving  technology  and  high-voltage  CMOS  circuit  design  to  shrink  the  die  size  of  our  display  drivers  while

leveraging their understanding of driving technology and panel characteristics to design display drivers with low

power  consumption.  Die  size  is  an  important  consideration  for  applications  with  size  constraints.  Smaller  die

size also reduces the cost of the chip. Lower power consumption is important for many portable devices such

as  notebook  computers,  mobile  handsets  and  consumer  electronics  products.

Customers

Our direct customers for display drivers are primarily panel manufacturers, who in turn design and market their

products  to  manufacturers  of  end-use  products  such  as  notebook  computers,  desktop  monitors,  televisions,

mobile  handsets  and  consumer  electronics  products.  We  sell  our  television  semiconductors  to  manufacturers

of advanced televisions. As of December 31, 2005, we sold our products to more than 50 customers. In 2003,

2004 and 2005, CMO and its affiliates accounted for 78.0%, 63.2% and 58.9% of our revenues, respectively,

while CPT and its affiliates accounted for 5.7%, 19.5% and 16.2% of our revenues, respectively, in the same

periods.  We  expect  that  sales  to  CMO  and  CPT  and  their  affiliates  will  continue  to  account  for  a  substantial

majority  of  our  revenues  in  the  near  term.

Set forth below (in alphabetical order) are our ten largest customers (and their affiliates) based on revenues for

the  year  ended  December  31,  2005:

• Chi  Mei  Optoelectronics  Corp.

• Chunghwa  Picture  Tubes

• HannStar  Display  Corporation

• InnoLux  Display  Corporation

• Lightsonic  Optoelectronics  Inc.

• Optrex  Corporation

• Perfect  Display  Limited

• Samsung  Electronics  Taiwan  Co.,  Ltd.

• Shanghai  SVA-NEC  Liquid  Crystal  Display

• Transcend  Optronics  (Yangzhou)  Co,  Ltd.

24

Our customers typically provide us with a long-term (12 month) forecast plus three-month rolling non-binding

forecasts and confirm orders with us one month ahead of scheduled delivery. In general, purchase orders are

not cancellable by either party, although from time to time we and our customers have agreed to amend the

terms  of  such  orders.

Sales  and  Marketing

We  focus  our  sales  and  marketing  strategy  on  establishing  business  and  technology  relationships  principally

with  TFT-LCD  panel  manufacturers  and  increasingly  also  with  panel  manufacturers  using  LTPS  or  OLED

technologies and also with mobile display module and mobile handset manufacturers in order to work closely

with them on future semiconductor solutions that align with their product roadmaps. Our engineers collaborate

with our customers’ engineers to create products that comply with their specifications and provide a high level

of performance at competitive prices. Our end market for large-sized panels is concentrated around a limited

number  of  major  panel  manufacturers.  We  have  also  commenced  marketing  our  products  directly  to  mobile

device  manufacturers  so  that  our  products  can  be  qualified  for  their  specifications  and  designed  into  their

products.

We primarily sell our products through our direct sales team located in Taiwan, South Korea, Japan and China.

We also have dedicated sales teams for certain of our most important current or prospective customers. We

have sales and technical support offices in Tainan, Taipei and Hsinchu in Taiwan, in Suzhou, China, in Anyangsi

Kyungkido, South Korea and in Yokohama, Japan, all in close proximity to our customers. We have dedicated

sales  teams  for  our  display  driver  and  television  semiconductor  solutions  businesses  that  cover  each  of  the

markets of Taiwan, South Korea, Japan and China. For certain products or regions we may from time to time

sell  our  products  through  agents  or  distributors.

Our  sales  and  marketing  team  possesses  a  high  level  of  technical  expertise  and  industry  knowledge  used  to

support a lengthy and complex sales process. This includes a highly trained team of field applications engineers

that  provides  technical  support  and  assistance  to  potential  and  existing  customers  in  designing,  testing  and

qualifying display modules that incorporate our products. We believe that the depth and quality of this design

support are key to improving customers’ time-to-market and maintaining a high level of customer satisfaction.

Manufacturing

We  are  a  fabless  semiconductor  company.  We  leverage  our  experience  and  engineering  expertise  to  design

high-performance semiconductors and rely on semiconductor manufacturing service providers for wafer fabrication,

gold  bumping,  assembly  and  testing.  We  also  rely  on  third-party  suppliers  of  processed  tape  used  in  TAB

packaging. We engage foundries with high-voltage CMOS process technology for our display drivers and with

assembly  and  testing  houses  that  specialize  in  TAB  and  COG  packages,  thereby  taking  advantage  of  the

economies of scale and the specialization of such semiconductor manufacturing service providers. Our fabless

model enables us to capture certain financial and operational benefits, including reduced manufacturing personnel,

capital  expenditures,  fixed  assets  and  fixed  costs.  It  also  gives  us  the  flexibility  to  use  the  technology  and

service  provider  most  suitable  for  any  given  product.

25

Manufacturing  Stages

The diagram below sets forth the various stages in manufacturing display drivers according to the two different

types  of  assembly  utilized:  TAB  or  COG.  The  assembly  type  depends  on  the  application  of  the  panel  and  is

determined  by  our  customers.

TAB

COG

Wafer Fabrication

Wafer Fabrication

Processed Tape

Tape Carrier

Chip on

Packaging
(TCP)

Film
(COF)

Gold Bumping

Chip Probe Testing

Inner-lead Bonding

Gold Bumping

Chip Probe Testing

Final Testing

COG Assembly and Testing

Wafer Fabrication:  Based on our design, the foundry provides us with fabricated wafers. Each fabricated wafer

contains  many  chips,  each  known  as  a  die.

Gold Bumping:  After the wafers are fabricated, they are delivered to gold bumping houses where gold bumps

are  plated  on  each  wafer.  The  gold  bumping  process  uses  thin  film  metal  deposition,  photolithography  and

electrical plating technologies. The gold bumps are plated onto each wafer to connect the die to the processed

tape,  in  the  case  of  TAB  package,  or  the  glass,  in  the  case  of  COG  package.

Chip Probe Testing:  Each individual die is electrically tested, or probed, for defects. Dies that fail this test are

discarded.

Assembly and Testing:  Our display drivers use two types of assembly technology: TAB or COG. Display drivers

for  large-sized  applications  typically  require  TAB  package  types  and  to  a  lesser  extent  COG  package  types,

whereas display drivers for mobile handsets and consumer electronics products typically require COG package

types.

TAB  Assembly

We use two types of TAB technologies: TCP and COF. TCP and COF packages are both made of processed

26

tape that is typically 35mm or 48mm wide, plated with copper foil and has a circuit formed within it. TCP and COF packages

differ, however, in terms of their chip connections. With TCP packages, a hole is punched through the processed tape in the

area  of  the  chip,  which  is  connected  to  a  flying  lead  made  of  copper.  In  contrast,  with  COF  packages,  the  lead  is  mounted

directly  on  the  processed  tape  and  there  is  no  flying  lead.

• Inner-Lead  Bonding:  The  TCP  and  COF  assembly  process  involves  grinding  the  bumped  wafers  into  their  required

thickness  and  cutting  the  wafers  into  individual  dies,  or  chips.  An  inner  lead  bonder  machine  connects  the  chip  to  the

printed  circuit  processed  tape  and  the  package  is  sealed  with  resin  at  high  temperatures.

• Final Testing: The assembled display drivers are tested to ensure that they meet performance specifications. Testing takes

place  on  specialized  equipment  using  software  customized  for  each  product.

COG  Assembly

COG assembly connects display drivers directly to LCD panels without the need for processed tape. COG assembly involves

grinding the tested wafers into their required thickness and cutting the wafers into individual dies, or chips. Each individual die

is picked and placed into a chip tray and is then visually or auto-inspected for defects. The dies are packed within a tray in

an  aluminum  bag  after  completion  of  the  inspection  process.

Quality  Assurance

We  maintain  a  comprehensive  quality  assurance  system.  Using  a  variety  of  methods  from  conducting  rigorous  simulations

during the circuit design process to evaluating supplier performance at various stages of our products' manufacturing process,

we  seek  to  bring  about  improvements  and  achieve  customer  satisfaction.  In  addition  to  monitoring  customer  satisfaction

through regular reviews, we implement extensive supplier quality controls so that the products we outsource achieve our high

standards.  Prior  to  engaging  a  third-party  as  our  supplier,  we  perform  a  series  of  audits  on  their  operations,  and  upon

engagement, we hold frequent quality assurance meetings with suppliers, evaluating such factors as product quality, production

costs,  technological  sophistication  and  timely  delivery.

In  November  2002,  we  received  the  ISO  9001:2000  certification  which  was  renewed  in  February  2005.

Semiconductor  Manufacturing  Service  Providers  and  Suppliers

Through  our  relationships  with  leading  foundries,  assembly,  gold  bumping  and  testing  houses  and  processed  tape  suppliers,

we  believe  we  have  established  a  supply  chain  that  enables  us  to  timely  deliver  high-quality  products  to  our  customers.

Access  to  semiconductor  manufacturing  service  providers  is  critical  as  display  drivers  require  high-voltage  CMOS  process

technology and specialized assembly and testing services, all of which are different from industry standards. We have historically

obtained our foundry services from TSMC and Vanguard and have also recently established a relationship with Macronix and

Lite-on. These are among a select number of semiconductor manufacturers that provide high-voltage CMOS process technology

required for manufacturing display drivers. We engage assembly and testing houses that specialize in TAB and COG packages

such  as  Chipbond  Technology  Corporation,  ChipMOS,  and  Siliconware  Precision  Industries  Co.,  Ltd.

We  plan  to  strengthen  our  relationships  with  our  existing  semiconductor  manufacturing  service  providers  and  diversify  our

network  of  such  service  providers  in  order  to  ensure  access  to  sufficient  cost-competitive  and  high-quality  manufacturing

capacity.  We  are  selective  in  our  choice  of  semiconductor  manufacturing  service  providers.  It  takes  a  substantial  amount  of

time  to  qualify  alternative  foundries,  gold  bumping,  assembly  and  testing  houses  for  production.  As  a  result,  we  expect  that

27

we will continue to rely on limited number of semiconductor manufacturing service providers for a substantial

portion  of  our  manufacturing  requirements  in  the  near  future.

The table below sets forth (in alphabetical order) our principal semiconductor manufacturing service providers

and  suppliers:

Wafer  Fabrication

Gold  Bumping

Lite-on  Semiconductor  Corp.

Macronix  International  Co.,  Ltd.

Chipbond  Technology  Corporation

FuPo  Electronics  Corporation

Taiwan  Semiconductor  Manufacturing  Company

International  Semiconductor  Technology  Ltd.

Vanguard  International  Semiconductor  Corporation

Megic  Corporation

Processed  Tape  for  TAB  Packaging

Assembly  and  Testing

CASIO  Micronics  Co.,  Ltd.

Hitachi  Cable,  Ltd.

Chipbond  Technology  Corporation

ChipMOS  Technologies  Inc.

Mitsui  Mining  &  Smelting  Co.,  Ltd.

International  Semiconductor  Technology  Ltd.

Samsung  Techwin  Co.  Ltd.

Megic  Corporation

Stemco.,  Ltd

Siliconware  Precision  Industries  Co.,  Ltd.

Sumitomo  Metal  Mining  Package  Material  Co.,  Ltd.

WUS  Microelectronics  Co.,  Ltd.

Chip  Probe  Testing

Ardentec  Corporation

ChipMOS  Technologies  Inc.

International  Semiconductor  Technology  Ltd.

King  Yuan  Electronics  Co.,  Ltd

Siliconware  Precision  Industries  Co.,  Ltd.

Research  and  Development

Our research and development efforts focus on improving and enhancing our core technologies and know-how

relating to semiconductor solutions for flat panel displays and advanced televisions with particular emphasis on

our  three  major  product  lines.  Although  a  significant  portion  of  the  resources  at  our  semiconductor  design

center are invested in advanced research for future products, we continue to invest in improving the performance

and reducing the cost of our existing products. Our application engineers, who provide on-system verification

of semiconductors and product specifications, and field application engineers, who provide on-site engineering

support  at  our  customers’  offices,  work  closely  with  panel  manufacturers  to  co-develop  display  solutions  for

their  electronic  devices.  In  2003,  2004  and  2005,  we  incurred  research  and  development  expenses  of  $21.0

million,  $24.0  million  and  $41.3  million,  respectively,  representing  16.0%,  8.0%  and  7.6%  of  our  revenues,

respectively.

Intellectual  Property

As of December 31, 2005, we held a total of 80 patents, including 53 in Taiwan, 19 in the United States, four

in China, three in Korea and one in Japan. The expiration dates of our patents range from 2019 to 2024. We

28

also  have  a  total  of  135  pending  patent  applications  in  Taiwan,  105  in  the  United  States  and  75  in  other

jurisdictions, including the PRC, Japan, Korea and Europe. In addition, we have registered “Himax” and our logo

as  a  trademark  and  service  mark  in  Taiwan,  China  and  Japan  and  have  applications  pending  in  Europe,  the

United  States  and  Korea.

Competition

The markets for our products are, in general, intensely competitive, characterized by continuous technological

change, evolving industry standards, and declining average selling prices. We believe key factors that differentiate

among  the  competition  in  our  industry  include:

• customer  relations;

• product  performance;

• design  customization;

• development  time;

• product  integration;

• technical  services;

• manufacturing  costs;

• supply  chain  management;

• economies  of  scale;  and

• broad  product  portfolio.

We  continually  face  intense  competition  from  other  fabless  display  driver  companies,  including  Cheertek

Incorporation, DenMOS Technology Inc., Novatek Microelectronics Corp., Ltd., and Solomon Systech Limited.

We  also  face  competition  from  integrated  device  manufacturers,  such  as  MagnaChip  Semiconductor  Ltd.,

Matsushita Electric Works, Ltd., NEC Electronics Corporation, Oki Electric Industry Co. Ltd., Renesas Technology

Corp., Seiko Epson Corporation and Toshiba Corporation, and panel manufacturers with in-house semiconductor

design  capabilities,  such  as  Samsung  Electronics  Co.,  Ltd.  and  Sharp  Corporation.  The  latter  are  both  our

competitors  and  potential  customers.

Many  of  our  competitors,  some  of  which  are  affiliated  or  have  established  relationships  with  other  panel

manufacturers,  have  longer  operating  histories,  greater  brand  recognition  and  significantly  greater  financial,

manufacturing, technological, sales and marketing, human and other resources than us. Additionally, we expect

that as the flat panel semiconductor industry expands, more companies may enter and compete in our markets.

Our television semiconductor solutions compete against solutions offered by a significant number of semiconductor

companies including ATI Technologies, Inc., Genesis Microchip, Inc., Koninklijke Philips Electronics N.V., Mediatek

Corp.,  MStar  Semiconductor,  Inc.,  Pixelworks  Inc.,  STMicroelectronics,  Trident  Microsystems,  Inc.  and  Zoran

Corporation,  among  others,  some  of  which  focus  solely  on  video  processors  and  others  that  offer  a  more

diversified  portfolio.

For LCOS products, we compete with diversified electronics companies such as Sony Corporation and Victor

Company  of  Japan,  Limited,  also  known  as  JVC,  and  companies  specializing  in  LCOS  technology  such  as

eLCOS  Microdisplay  Technology  Ltd,  Brillian  Corporation,  Aurora  Corporation  and  SpatiaLight,  Inc.

29

Employees

As  of  December  31,  2005,  we  had  716  employees  serving  in  the  following  functions:

Function

Research  and  development  (1) ..................................................................................................

Engineering  and  manufacturing  (2) ............................................................................................

Sales  and  marketing  (3) .............................................................................................................

General  and  administrative .......................................................................................................

Total ......................................................................................................................................

Number

482

90

83

61

716

Notes: (1) Includes semiconductor design engineers, application engineers, assembly and testing engineers and quality control

engineers.

(2) Includes manufacturing personnel of Himax Display, our subsidiary focused on design and manufacturing of LCOS

products  and  liquid  crystal  injection  services.

(3) Includes  field  application  engineers.

As of December 31, 2005, we had a staff of 482 people in research and development, of which 20, 313, 114

and  35  hold  a  doctorate,  master’s,  bachelor’s  and  junior  college  degree,  respectively.

Facilities

We  lease  our  4,082-square  meter  headquarters  in  Tainan,  Taiwan  under  several  leases;  the  principal  lease

expires in September 2006. We also lease office space in Taipei and Hsinchu, Taiwan; Suzhou and Shenzhen,

China; Yokohoma, Japan; and Anyangsi Kyungkido, South Korea. The lease contracts may be renewed upon

expiration.  Himax  Display,  our  subsidiary,  owns  and  operates  a  fab  with  3,885  square  meters  of  floor  space

on  land  and  in  a  building  leased  from  CMO.

We  have  begun  construction  of  our  new  headquarters  located  in  the  Tainan  LCD-TV  Industry  Park.  The

headquarters  will  house  our  research  and  development,  engineering,  sales  and  marketing,  operations  and

general administrative staff. Upon completion, the new headquarters is expected to have 21,200 square meters

of usable space and occupy 31,800 square meters of land owned by us. Construction has commenced in the

fourth  quarter  of  2005  and  is  expected  to  be  completed  in  the  third  quarter  of  2006.  The  total  costs  are

estimated  to  be  approximately  NT$905.8  million  ($27.6  million),  of  which  approximately  NT$325.8  million

($9.9 million) is for the land and approximately NT$580 million ($17.7 million) is for the construction costs (which

includes  the  architect  fees,  general  contractor  fees,  building  materials,  purchases  and  installation  of  office

equipment and other fixtures). We have already paid for the land purchased and approximately NT$26.1 million

($0.8 million) of the construction costs in 2005. We expect to pay the remainder of the construction costs in

2006. We intend to finance the remaining cost of our new headquarters with a portion of the net proceeds of

this  offering.

Insurance

We  maintain  insurance  policies  on  our  buildings,  equipment  and  inventories  covering  property  damage  and

damage  due  to,  among  other  events,  fires,  typhoons,  earthquakes  and  floods.  We  maintain  these  insurance

policies on our facilities and on inland transit of inventories. We do not have insurance for business interruptions.

We  do  not  have  key  person  insurance.

30

Environmental  Matters

The  business  of  semiconductor  design  does  not  cause  any  significant  pollution.  Himax  Display  maintains  a

facility for our LCOS products where we have taken the necessary steps to obtain the appropriate permits and

believe  that  we  are  in  compliance  with  the  existing  environmental  laws  and  regulations  in  the  ROC.  We  have

entered  into  various  agreements  with  certain  customers  whereby  we  have  agreed  to  indemnify  them,  and  in

certain  cases,  their  customers,  for  any  claims  made  against  them  for  hazardous  material  violations  that  are

found  in  our  products.

Legal  Proceedings

We are not involved in any litigation or other legal matters which could reasonably be expected to, if decided

adversely  to  us,  have  a  material  adverse  impact  on  our  business  or  operations.

31

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

We believe the following critical accounting policies affect our more significant judgments and estimates used

in  the  preparation  of  our  consolidated  financial  statements.

Share-Based  Compensation

As  of  December  31,  2005,  we  have  not  issued  any  stock  options  to  employees  or  others.  Share-based

compensation primarily consists of grants of nonvested or restricted shares of common stock and RSUs issued

to employees. We have applied SFAS No. 123R for our share-based compensation plans for all periods since

the incorporation of Himax Taiwan in 2001. The cost of employee services received in exchange for share-based

compensation is measured based on the grant-date fair value of the share-based instruments issued. The cost

of employee services is equal to the grant-date fair value of shares issued to employees and is recognized in

earnings  over  the  service  period.  Share-based  compensation  expense  estimates  also  take  into  account  the

number of shares awarded that management believes will eventually vest. We adjust our estimate each period

to reflect the current estimate of forfeitures. As of December 31, 2005, we based our share-based compensation

cost  on  an  assumed  forfeiture  rate  of  12.2%  and  27.0%  for  Himax  Taiwan  and  Amazion  Electronics  Inc.,  or

Amazion,  our  subsidiary,  respectively.  If  actual  forfeitures  occur  at  a  lower  rate,  share-based  compensation

costs  will  increase  in  future  periods.

When estimating the fair value of our ordinary shares on the grant date, we review both internal and external

sources of information. During periods in which we were a private company, the sources we used to determine

the fair value of the underlying shares at the date of measurement have been subjective in nature and based

on,  among  other  factors:

• our  financial  condition  as  of  the  date  of  grant;

• our  financial  and  operating  prospects  at  that  time;

• for  certain  issuances  in  2001  and  early  2002,  the  price  of  new  shares  issued  to  unrelated  third  parties;

• for  certain  issuances  in  2002,  2003  and  2004,  an  independent  third-party  retrospective  analysis  of  the

historical  value  of  our  common  shares,  which  utilized  both  a  net  asset  based  methodology  and  market

and  peer  group  comparables  (including  average  price/earnings,  enterprise  value/sales,  enterprise  value/

earnings  before  interest  and  tax,  and  enterprise  value/earnings  before  interest,  tax,  depreciation  and

amortization);  and

• for our issuance of RSUs in 2005, an independent third-party analysis of the current and future value of

our ordinary shares, which utilized both discounted cashflow and market value approaches, using multiples

such  as  price/earnings,  forward  price/earnings,  enterprise  value/earnings  before  interest  and  tax,  and

forward  enterprise  value/earnings  before  interest  and  tax.

Changes in any of these factors or assumptions could have resulted in different estimates of the fair value of

our  common  shares  and  the  related  amounts  of  share-based  compensation.

Based on these factors, we estimated the fair value per share of nonvested shares issued to certain employees

in June 2001, November 2001, and January 2002 at NT$4.02 ($0.116) per share and the fair value of 596,897

shares  (adjusted  for  stock  splits)  granted  to  two  consultants  in  2002  at  $68,000.  Similarly,  we  estimated  the

fair value per share of employee bonus shares on the date of shareholder approval to be NT$39.44 ($1.15) per

share  and  NT$67.13  ($1.96)  per  share  in  2003  and  2004,  respectively.  These  employee  bonus  shares  were

32

issued in relation to employee services provided in 2001, 2002 and 2003, respectively. We estimated the fair

value of treasury shares issued to employees at prices ranging from NT$15.32 ($0.46) per share to NT$19.93

($0.58)  per  share  in  2002  and  NT$20.17  ($0.58)  per  share  to  NT$52.10  ($1.54)  per  share  in  2003.  We

estimated the fair value of the ordinary shares underlying the RSUs granted to our directors and employees at

$8.62  per  share  in  2005.

Allowance  for  Sales  Returns  and  Discounts

We  record  a  reduction  to  revenues  and  accounts  receivable  by  establishing  a  sales  discount  and  return

allowance  for  estimated  sales  discounts  and  product  returns  at  the  time  revenues  are  recognized  based

primarily on historical discount and return rates. However, if sales discount and product returns for a particular

fiscal period exceed historical rates, we may determine that additional sales discount and return allowances are

required  to  properly  reflect  our  estimated  remaining  exposure  for  sales  discounts  and  product  returns.  The

movement in the allowance for sales returns and discounts for the years ended December 31, 2003, 2004 and

2005  is  as  follows:

Balance

at

Beginning

Amounts

Balance  at

Year

of  Year

Addition

Utilized

End  of  Year

December  31,  2003 ..........................................

December  31,  2004 ..........................................

December  31,  2005 ..........................................

$

$

$

–

28

240

$

$

$

(in  thousands)

117

1,022

398

$

$

$

(89)

(810)

(457)

$

$

$

28

240

181

Inventory

Inventories  are  stated  at  the  lower  of  cost  or  market  value.  Cost  is  determined  using  the  weighted-average

method. For work-in-process and manufactured inventories, cost consists of the cost of raw materials (primarily

wafer fabrication and processed tape), direct labor and an appropriate proportion of production overheads. We

write down inventory to its estimated market value, which is based upon estimations about future demand and

market conditions. If actual market conditions are less favorable than those projected by management, additional

future  inventory  write-down  may  be  required  and  could  adversely  affect  our  operating  results.  Once  written

down, inventories are carried at this lower amount until sold or scrapped. If actual market conditions are more

favorable, we may have higher operating income when such products are sold. Sales to date of such products

have  not  had  a  significant  impact  on  our  operating  income.  The  inventory  write-down  for  the  years  ended

December 31, 2003, 2004 and 2005 was approximately $116,000, $847,000 and $927,000, respectively, and

are  included  in  cost  of  revenues  in  our  consolidated  statements  of  operations.

Impairment  of  Long-Lived  Assets

We routinely review our long-lived assets that are held and used for impairment whenever events or changes

in circumstances indicate that their carrying amounts may not be recoverable. The determination of recoverability

is  based  on  an  estimate  of  undiscounted  cash  flows  expected  to  result  from  the  use  of  the  asset  and  its

eventual disposition. The estimate of cash flows is based upon, among other things, certain assumptions about

expected future operating performance, average selling prices, utilization rates and other factors. If the sum of

33

the  undiscounted  cash  flows  (excluding  interest)  is  less  than  the  carrying  value,  an  impairment  charge  is

recognized  for  the  amount  that  the  carrying  value  of  the  asset  exceeds  its  fair  value,  based  on  the  best

information  available,  including  discounted  cash  flow  analysis.  However,  due  to  the  cyclical  nature  of  our

industry and changes in our business strategy, market requirements, or the needs of our customers, we may

not always be in a position to accurately anticipate declines in the utility of our equipment or acquired technology

until they occur. We have not had any impairment charges on long-lived assets during the period from December

31,  2002  to  December  31,  2005.

Product  Warranty

Under  our  standard  terms  and  conditions  of  sale,  products  sold  are  subject  to  a  limited  product  quality

warranty. The stated limited warranty period is 60 days. We may receive warranty claims outside the scope of

the standard terms and conditions. We provide for the estimated cost of product warranties at the time revenue

is  recognized  based  primarily  on  historical  experience  and  any  specifically  identified  quality  issues.  As  of

December 31, 2005 and 2004, the accrued warranty cost was $545,000 and $507,000, respectively; in 2003

there was no accrued warranty costs. The movement in accrued warranty costs for the years ended December

31,  2003,  2004  and  2005  is  as  follows:

Balance

at

Beginning

Amounts

Balance  at

Year

of  Year

Addition

Utilized

End  of  Year

(in  thousands)

December  31,  2003 ..........................................

December  31,  2004 ..........................................

December  31,  2005 ..........................................

$

$

$

–

–

507

$

$

$

2

960

1,415

$

$

$

2

453

(1,377)

$

$

$

–

507

545

Income  Taxes

As part of the process of preparing our consolidated financial statements, management is required to estimate

income taxes and tax bases of assets and liabilities for us and our subsidiaries. This process involves estimating

current tax exposure together with assessing temporary differences resulting from differing treatment of items

for tax and accounting purposes and the amount of tax credits and tax loss carryforwards. These differences

result in deferred tax assets and liabilities, which are included in the consolidated balance sheets. Management

must then assess the likelihood that the deferred tax assets will be recovered from future taxable income, and,

to  the  extent  it  believes  that  recovery  is  not  more  likely  than  not,  a  valuation  allowance  is  provided.

In  assessing  the  realizability  of  deferred  tax  assets,  management  considers  whether  it  is  more  likely  than  not

that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax

assets and therefore the determination of the valuation allowance is dependent upon the generation of future

taxable income by the taxable entity during the periods in which those temporary differences become deductible.

Management  considers  the  scheduled  reversal  of  different  liabilities,  projected  future  taxable  income,  and  tax

planning  strategies  in  determining  the  valuation  allowance.

34

Since  Himax  Taiwan’s  subsidiaries  have  generated  tax  losses  since  inception  and  are  not  included  in  the

consolidated tax filing with Himax Taiwan, a valuation allowance of $11,000, $893,000 and $3.3 million as of

December 31, 2003, 2004 and 2005, respectively, was provided to reduce their deferred tax assets (consisting

primarily  of  operating  loss  carryforwards  and  unused  investment  tax  credits)  to  zero  because  management

believes  it  is  unlikely  that  these  tax  benefits  will  be  realized.  There  was  no  change  in  the  valuation  allowance

for  the  year  ended  December  31,  2002  and  the  net  change  in  valuation  allowance  for  the  years  ended

December 31, 2003, 2004 and 2005 was an increase of $11,000, $882,000 and $2.4 million, respectively, as

a  result  of  increases  in  deferred  tax  assets  which  we  do  not  expect  to  realize.

35

RESULTS  OF  OPERATIONS

Our  revenues  increased  79.9%  to  $540.2  million  in  2005  from

$300.3  million  in  2004.

Our  business  has  evolved  rapidly  and  significantly  since  we  commenced  operations  in  2001.  Our  limited

operating history makes the prediction of future operating results very difficult. We believe that period-to-period

comparisons of operating results should not be relied upon as indicative of future performance. The following

table  sets  forth  a  summary  of  our  consolidated  statements  of  operations  as  a  percentage  of  revenues:

Year  Ended  Decembe  31,

2003

2004

2005

Revenues .....................................................................................

100.0%

100.0%

100.0%

Costs  and  expenses:

Cost  of  revenues ....................................................................

Research  and  development ...................................................

General  and  administrative .....................................................

Sales  and  marketing ..............................................................

75.9

16.0

3.5

2.0

Total  costs  and  expenses ...........................................................

97.4

Operating  income ........................................................................

Other  non  operating  income  (loss) .............................................

Income  tax  (benefit)  expenses ....................................................

Net  income  (loss) .........................................................................

2.6

(0.5)

2.5

(0.4)

78.6

8.0

1.5

0.9

89.0

11.0

0.4

(0.6)

12.0

77.6

7.6

1.3

0.9

87.4

12.6

0.4

1.7

11.4

Year  Ended  December  31,  2005  Compared  to  Year  Ended  December  31,  2004

Revenues.    Our revenues increased 79.9% to $540.2 million in 2005 from $300.3 million in 2004. This increase

was  primarily  due  to  an  118.4%  increase  in  unit  shipments  of  display  drivers  for  large-sized  applications,

partially offset by a 16.2% decrease in average selling prices of such products. The increase in unit shipments

was primarily due to the increased number of panels shipped by our customers as well as our increased market

share  with  certain  major  customers.  The  decrease  in  the  average  selling  prices  of  our  display  drivers  was

primarily due to a combination of the pricing pressure we faced from our customers, the general industry trend

of  declining  average  selling  prices  of  semiconductors  over  a  product's  life  cycle,  the  introduction  of  newer,

lower-cost display drivers for large-sized applications, as well as our ability to reduce per unit cost of revenues

in order to meet such pressure. Revenues from related parties increased 69.2% to $322.8 million in 2005 from

$190.8  million  in  2004  as  a  result  of  increased  unit  shipments  to  CMO  (and  its  affiliates)  and  other  related

parties. However, revenues from related parties as a percentage of our revenues decreased from 63.5% in 2004

to  59.8%  in  2005  as  our  sales  to  other  customers  continued  to  grow,  reflecting  our  effort  in  diversifying  our

customer  base  and  reducing  our  reliance  on  any  one  customer.

Costs  and  Expenses.        Costs  and  expenses  increased  76.6%  to  $472.2  million  in  2005  from  $267.4  million

in 2004. As a percentage of revenues, costs and expenses decreased to 87.4% in 2005 compared to 89.0%

in  2004.

36

• Cost of Revenues.    Cost of revenues increased 77.7% to $419.4 million in 2005 from $236.0 million in

2004. The increase in cost of revenues was primarily due to an increase in unit shipments, partially offset

by a slight decrease in per units costs associated with the manufacturing, assembly, testing and delivery

of our products. This is a result of our cost reduction efforts achieved by improving designs and processes,

increasing  manufacturing  yields  and  leveraging  our  scale,  volume  requirements  and  close  relationships

with  semiconductor  manufacturing  service  providers  and  suppliers,  as  well  as  our  strategy  of  sourcing

from  multiple  service  providers  and  suppliers  in  order  to  obtain  better  pricing.

• Research  and  Development.        Research  and  development  expenses  increased  72.0%  to  $41.3  million

in the 2005 from $24.0 million in 2004, primarily due to the increase in salary expenses and share-based

compensation  expenses.  The  increase  in  salary  expenses  was  due  to  increased  headcount  and  higher

average salaries. The increase was also partially as a result of increased mask costs and prototype wafer

and processed tape costs associated with an increased number of new products introduced. The increase

in  share-based  compensation  expenses  also  resulted  from  our  increase  in  headcount  and  our  grant  of

RSUs  to  certain  employees  on  December  30,  2005.

• General  and  Administrative.        General  and  administrative  expenses  increased  45.8%  to  $6.8  million  in

2005  from  $4.7  million  in  2004,  primarily  due  to  an  increase  in  salary  expenses.  The  increase  in  salary

expenses  was  due  to  increased  headcount  and  higher  average  salaries.  The  increase  in  general  and

administrative expenses also partially resulted from increased costs associated with increased management

and  other  fees  paid  to  our  security  company  and  increased  fees  relating  to  patent  filings.

• Sales  and  Marketing.        Sales  and  marketing  expenses  increased  73.7%  to  $4.8  million  in  2005  from

$2.7  million  in  2004,  primarily  due  to  an  increase  in  salary  expenses  and  share-based  compensation

expenses. The increase in salary expenses was due to a 76.6% increase in headcount and higher average

salaries. The increase in share-based compensation expenses also resulted from our increase in headcount

and our grant of RSUs to certain employees on December 30, 2005. The increase in sales and marketing

expenses  was  also  partially  as  a  result  of  increased  travel  expenses  reflecting  increased  sales  activity.

Non-Operating  Income  (Loss).        We  had  a  non-operating  income  of  $2.3  million  in  2005  compared  to

$1.3  million  in  2004,  primarily  as  a  result  of  increases  in  both  foreign  exchange  gain  and  interest  income  as

compared to 2004. Foreign exchange gain increased due to the weakening of the NT dollar and Japanese yen

relative  to  the  U.S.  dollar.  The  significant  increase  in  interest  income  was  due  to  the  higher  cash  balance  on

hand,  which  was  primarily  placed  in  higher  yield  U.S.  dollar  denominated  time  deposits  beginning  in  August

2005.

Income Tax (Benefit) Expense.    Income tax expenses increased to $8.9 million in 2005 compared to an income

tax  benefit  of  $1.8  million  in  2004.  Our  effective  income  tax  rate  increased  from  (5.2%)  in  2004  to  12.7%  in

2005, primarily due to: (a) the increase of valuation allowance provided to reduce certain subsidiaries’ deferred

tax assets to zero, (b) the increase of non-deductible share-based compensation expenses and (c) the absence

in 2005 of a tax benefit from the distribution of the prior year’s income compared to 2004, which was partially

offset  by  more  investment  tax  credits  and  tax  exempted  income  as  compared  to  2004.

Net Income.    As a result of the foregoing, our net income increased to $61.6 million in 2005 from a net income

of  $36.0  million  in  2004.

37

Year  Ended  December  31,  2004  Compared  to  Year  Ended  December  31,  2003

Revenues.        Our  revenues  increased  127.8%  to  $300.3  million  in  2004  from  $131.8  million  in  2003.  This

increase was primarily due to a 151.3% increase in unit shipments of display drivers for large-sized applications,

partially offset by a 6.0% decrease in average selling prices of such products. The increase in unit shipments

was  primarily  due  to  the  increased  number  of  panels  shipped  by  our  customers,  our  increased  market  share

with certain major customers and our success in winning new customers. The decrease in the average selling

prices  of  our  display  drivers  was  primarily  due  to  a  combination  of  the  pricing  pressure  we  faced  from  our

customers, the general industry trend of declining average selling prices of semiconductors over a product’s life

cycle, the introduction of newer, lower-cost display drivers for large-sized applications, as well as our ability to

reduce  per  unit  cost  of  revenues  in  order  to  meet  such  pressure.  Revenues  from  related  parties  increased

85.6% to $190.8 million in 2004 from $102.8 million in 2003 as a result of increased unit shipments to CMO

(and  its  affiliates)  and  other  related  parties.  However,  revenues  from  related  parties  as  a  percentage  of  our

revenues  decreased  from  78.0%  in  2003  to  63.5%  in  2004  as  our  sales  to  CPT  (and  its  affiliates)  and  other

customers continued to grow, reflecting our effort in diversifying our customer base and reducing our reliance

on  any  one  customer.

Costs and Expenses.    Costs and expenses increased 108.2% to $267.4 million in 2004 from $128.5 million

in 2003. As a percentage of revenues, costs and expenses decreased to 89.0% in 2004 from 97.4% in 2003.

• Cost of Revenues.    Cost of revenues increased 135.8% to $236.0 million in 2004 from $100.1 million

in  2003.  The  increase  in  cost  of  revenues  was  primarily  due  to  an  increase  in  unit  shipments  and  the

associated  costs  to  manufacture,  assemble,  test  and  deliver  these  products.  This  increase  was  partially

offset  by  a  decrease  in  the  per  unit  cost  of  revenues  as  a  result  of  our  cost  reduction  efforts  achieved

by  improving  designs  and  processes,  increasing  manufacturing  yields  and  leveraging  our  scale,  volume

requirements  and  close  relationships  with  semiconductor  manufacturing  service  providers  and  suppliers

as well as our strategy of sourcing from multiple service providers and suppliers in order to obtain better

pricing. Our cost of revenues as a percentage of total revenues increased 2.7% to 78.6% in 2004 from

75.9% in 2003 primarily as a result of a decrease in 2004 of average selling prices in order to attract new

customers  and  revenues  received  in  2003  from  ChipMOS  for  LCOS  technology  advisory  services  and

sales of panel molds to CMO, both of which have relatively low cost of revenues. These transactions are

not part of our core business, and we do not expect to generate meaningful revenues from these sources

in  the  future.

• Research  and  Development.        Research  and  development  expenses  increased  14.0%  to  $24.0  million

in 2004 from $21.1 million in 2003, primarily as a result of increased mask costs and prototype wafer and

processed tape costs associated with an increase in the number of new products introduced, increased

salary expenses and employee welfare related costs reflecting higher headcount and increased depreciation

expense as we installed additional research and development equipment as part of our expanded research

and  development  efforts.  The  increase  in  research  and  development  expenses  was  partially  offset  by  a

decrease in share-based compensation expenses, which decreased 63.2% to $4.3 million in 2004 from

$11.7 million in 2003. The decrease in share-based compensation expenses was primarily as a result of

our  decision  to  grant  less  share-based  compensation  in  2004  with  the  expectation  that  we  would  be

granting more share-based compensation to our employees under our long-term incentive plan after our

initial  public  offering.

38

• General and Administrative.    General and administrative expenses increased 0.9% to $4.7 million in 2004

from $4.6 million in 2003, primarily as a result of increases in staffing expenses and expenses relating to

patent  filings.  This  increase  was  partially  offset  by  a  decrease  in  share-based  compensation  expenses,

which  decreased  66.1%  to  $0.7  million  in  2004  from  $2.1  million  in  2003,  primarily  as  a  result  of  our

decision to grant less share-based compensation in 2004 with the expectation that we would be granting

more  share-based  compensation  to  our  employees  under  our  long-term  incentive  plan  after  our  initial

public  offering.

• Sales and Marketing.    Sales and marketing expenses increased 2.7% to $2.7 million in 2004, primarily

as a result of an increase in product sample costs, increased salary expense due to higher headcount and

increased  travel  expenses,  all  as  a  result  of  the  increase  in  our  unit  sales  and  our  expanded  sales  and

marketing  efforts.  The  increase  in  sales  and  marketing  expenses  was  partially  offset  by  a  decrease  in

share-based compensation expenses, which decreased 60.2% to $0.5 million in 2004 from $1.4 million

in  2003,  primarily  as  a  result  of  our  decision  to  grant  less  share-based  compensation  in  2004  with  the

expectation that we would be granting more share-based compensation to our employees under our long-

term  incentive  plan  after  our  initial  public  offering.

Non-Operating Income (Loss).    We had a non-operating income of $1.3 million in 2004 compared to a non-

operating loss of $0.6 million in 2003, primarily as a result of a foreign exchange gain of $0.8 million in 2004

compared to a foreign exchange loss of $0.8 million in 2003 and a gain on sale of marketable securities of $0.4

million  in  2004  compared  to  a  gain  on  sale  of  marketable  securities  of  $0.1  million  in  2003.

Income Tax (Benefit) Expenses.    We recorded an income tax benefit of $1.8 million in 2004 compared to an

income tax expense of $3.3 million in 2003. Our effective tax rate decreased in 2004 due primarily to the fact

that we generated more investment tax credits related to research and development expenditures and less non-

deductible  share-based  compensation  expenses  in  2004  as  compared  to  2003,  as  well  as  a  result  of  our

qualifying  for  an  income  tax  exemption  on  the  incremental  income  generated  from  sales  of  newly  designed

display  drivers  starting  in  April  2004.

Net Income.    As a result of the foregoing, our net income increased significantly to $36.0 million in 2004 from

a  net  loss  of  $0.6  million  in  2003.

39

Selected  Unaudited  Quarterly  Results  of  Operations

The  following  table  presents  our  unaudited  quarterly  results  of  operations  for  the  six  quarters  for  the  period

beginning July 1, 2004 and ending December 31, 2005. You should read the following table in conjunction with

the  consolidated  financial  statements  and  related  notes  contained  elsewhere  in  this  annual  report.  We  have

prepared the unaudited information on the same basis as our audited consolidated financial statements. This

information  reflects  all  adjustments,  consisting  only  of  normal  recurring  adjustments,  which  are  in  the  opinion

of  our  management  necessary  for  fair  presentation  of  our  results  of  operations  for  the  quarters  presented.

Three Months Ended

September December

March

30,
2004

31,
2004

31,
2005

June

30,
2005

September December

  30,
2005

  31,
2005

(unaudited)

(in thousands, except per share data)

Revenues ............................................... $ 75,496 $ 89,004 $ 96,417 $ 111,633 $ 154,820 $ 177,334

Costs and expenses(1):

Cost of revenues ...............................

60,032

70,754

75,027

86,214

118,475

139,664

Research  and  development ..............

General  administrative .......................

Sales  and  marketing .........................

6,130

1,119

737

7,519

1,496

764

Total costs and expenses .....................

68,018

80,533

Operating  income ..................................

7,478

8,471

8,191

1,187

818

85,223

11,194

8,896

1,392

873

10,234

13,957

1,649

1,053

2,556

2,018

97,375

131,411

158,195

14,258

23,409

19,139

Net  income(2) .......................................... $

8,344 $

9,554 $ 10,133 $ 13,069 $ 21,376 $ 16,980

Basic  earnings  per  ordinary
      share  and    per  ADS(2) ...................

Diluted  earnings  per  ordinary
      share  and  per  ADS(2) .....................

$

$

Weighted-average  number  of  shares  used
      in  basic  and  diluted  earnings  per
      share  computation  (in  thousand):

0.05 $

0.05 $

0.06 $

0.07 $

0.12 $

0.10

0.05 $

0.05 $

0.06 $

0.07 $

0.12 $

0.09

Basic ..........................................

168,087

174,764

175,660

175,660

176,231

176,854

Diluted ........................................

172,757

178,574

180,124

180,464

180,606

180,707

Note: (1) The  amount  of  share-based  compensation  included  in  applicable  costs  and  expenses  is  summarized  as  follows:

Three Months Ended

September December

March

30,
2004

31,
2004

31,
2005

June

30,
2005

September December

  30,
2005

  31,
2005

(unaudited)

(in thousands, except per share data)

Cost  of  revenues ...................................

$

72 $

74 $

37 $

33 $

29 $

89

Research  and  development ..............

1,060

1,084

1,117

1,126

1,060

3,033

General  and  administrative ................

Sales  and  marketing ..........................

178

133

182

135

164

205

166

203

138

205

380

628

Total ........................................................ $

1,443 $

1,475 $

1,523 $

1,528 $

1,432 $

4,130

Note: (2) Under  the  ROC  Statute  for  Upgrading  Industries,  we  are  exempt  from  income  taxes  for  income  attributable  to

expanded production capacity or newly developed technologies. If we had not been exempt from paying this income

tax,  net  income  and  (basic  and  diluted)  earnings  per  share  would  have  been  as  follows:

40

Three Months Ended

September December

March

June

September December

30,

2004

31,

2004

31,

2005

30,

2005

  30,

2005

  31,

2005

(unaudited)

(in thousands, except per share data)

Net  income ........................................... $

6,071 $

7,083 $

8,629 $ 11,236 $ 18,224 $ 14,280

Basic  earnings  per  ordinary

      share  and  per  ADS .......................... $

0.04 $

0.04 $

0.05 $

0.06 $

0.10 $

0.08

Diluted  earnings  per  ordinary

      share  and  per  ADS(2) ....................... $

0.04 $

0.04 $

0.05 $

0.06 $

0.10 $

0.08

Liquidity  and  Capital  Resources

The  following  table  sets  forth  a  summary  of  our  cash  flows  for  the  periods  indicated:

Year  Ended  Decembe  31,

2003

2004

2005

(in  thousands)

Net  cash  provided  by  (used  in)  operating  activities ...............

$

(1,593) $

(8,688) $

12,464

Net  cash  provided  by  (used  in)  investing  activities ................

Net  cash  provided  by  financing  activities ................................

Net  increase  (decrease)  in  cash ..............................................

Cash  at  beginning  of  period ....................................................

Cash  at  end  of  period .............................................................

(28,915)

30,341

(167)

2,696

2,529

11,001

735

3,048

2,529

5,577

(25,363)

14,404

1,509

5,577

7,086

From our inception, we financed our operations primarily through the issuance of shares in Himax Taiwan. As

of  December  31,  2005,  we  had  $7.1  million  in  cash.

Operating Activities.    Net cash provided by operating activities for the year ended December 31, 2005 was

$12.5  million  compared  to  net  cash  used  in  operating  activities  of  $8.7  million  for  the  year  ended  December

31,  2004.  Net  cash  provided  by  operating  activities  increased  in  2005  primarily  as  a  result  of  an  increase  in

operating  profit  and  accounts  payable  due  to  the  extension  of  payment  terms  received  from  certain  vendors,

which was partially offset by an increase in accounts receivable. We negotiated an extension of payment terms

with two of our main third-party semiconductor manufacturing service providers in order to better balance our

cash flows with payment terms that we offer our customers. The increase in accounts receivable was primarily

as a result of the significant increase in sales in the second half of 2005 and the extension of payment terms

for certain of our customers in the fourth quarter of 2005. Net cash used in operating activities was $8.7 million

for the year ended December 31, 2004, an increase of $7.1 million over net cash used in operating activities

of $1.6 million for the year ended December 31, 2003. Our net cash used in operating activities increased in

2004 primarily as a result of an increase in inventory of $33.0 million and accounts receivable (including from

related parties) of $30.7 million due to increased sales which were offset by increases in accounts payable of

$15.7  million.  Additionally,  in  2003  and  2004  we  operated  with  negative  cash  flow  from  operating  activities

primarily  due  to  high  working  capital  needs  characteristic  of  our  industry,  which  result  from  a  combination  of

41

factors, including our rapid growth, the long lead-time required of work-in-process typical in our industry, our

need  to  maintain  high  levels  of  inventory  to  meet  our  customers'  requirements  and  the  difference  between

accounts receivable and accounts payable. If we continue to experience these factors, we expect that we will

operate  with  negative  cash  flow  from  operating  activities.

Investing Activities.   Net cash used in investing activities in the year ended December 31, 2005 was $25.4 million

compared to net cash provided by investing activities of $11.0 million in the year ended December 31, 2004.

This  change  was  primarily  due  to  a  decrease  in  net  proceeds  generated  from  the  purchase  and  sale  of

available-for-sale marketable securities of $15.2 million, when compared to the year ended December 31, 2004,

an  increase  in  the  purchase  of  property  and  equipment  and  a  pledge  of  restricted  cash  equivalents  and

marketable securities of $13.7 million. Net cash provided by investing activities for the year ended December

31, 2004 was $11.0 million, an increase of $39.9 million compared to net cash used in investing activities of

$28.9 million for the year ended December 31, 2003. This increase was primarily as a result of a $41.0 million

increase in the net proceeds generated from the purchase and sale of marketable securities when compared

to that of 2003, which was partially offset by an increase in the purchase of property and equipment. Additionally,

we  currently  expect  remaining  fixed  asset  purchases  to  be  approximately  $27.7  million  in  2006,  which  is

significantly higher than in previous years, as a result of the payment of construction costs in connection with

our  new  headquarters  in  the  Tainan  LCD-TV  Industry  Park.

Financing Activities.    Net cash provided by financing activities in the year ended December 31, 2005 was

$14.4 million compared to net cash provided by financing activities of $0.7 million in the year ended December

31, 2004, primarily due to proceeds received from borrowings of short-term debt and the issuance of Amazion’s

shares, which was offset by a distribution of special cash dividends and the repayment of long-term debt. Net

cash provided by financing activities for the year ended December 31, 2004 was $0.7 million compared to net

cash provided by financing activities of $30.3 million for the year ended December 31, 2003. The substantial

decrease  in  net  cash  provided  by  financing  activities  in  2004  was  attributable  to  the  fact  that  there  was  no

issuance and sale of common shares in 2004 compared with 2003. In 2003, the increases in net cash provided

by  financing  activities  were  primarily  due  to  proceeds  from  the  sales  of  our  common  shares.

Our liquidity could be adversely affected by our obligation to meet certain conditions set by the ROC Investment

Commission (including a requirement to make substantial investments in research and development) in connection

with  its  approval  for  the  share  exchange  as  further  described  below  under  “-Contractual  Obligations.”

Moreover, our liquidity could be negatively impacted by a decrease in demand for our products. Our products

are subject to rapid technological change, among other factors, which could result in revenue variability in future

periods.  Further,  we  expect  to  continue  increasing  our  headcount,  especially  for  engineering  and  sales,  to

pursue growth opportunities and keep pace with changes in technology. Should demand for our products slow

down or fail to grow as expected, our increased headcount would result in sustained losses and reductions in

our cash balance. We have at times agreed to extend the payment terms for certain of our customers. Other

customers have also requested extension of payment terms and we may grant such requests for extension in

the future. The extension of payment terms for our customers could adversely affect our cash flow, liquidity and

our  operating  results.

42

Contractual  Obligations

The  following  table  sets  forth  our  contractual  obligations  as  of  December  31,  2005:

Payment  Due  by  Period

Less  than

Total

1  year

1-3  years

3-5

years

More  than

5  years

(in  thousands)

Long  and  short  term  debt .................

$

27,363

$

27,363

$

Operating  lease  obligations ................

Purchase  obligations(1) ........................

Other  obligations(2) ..............................

1,529

94,118

59,127

1,148

94,118

27,959

–

381

0

31,168

Total ................................................

$ 182,137

$ 150,588

$

31,549

–

–

–

–

–

–

–

–

–

–

Notes: (1)

Includes  obligations  for  wafer  fabrication,  raw  materials  and  supplies.

(2)

Includes obligations under a license agreement for the use of certain central processing unit cores and the investment

obligations  required  by  the  ROC  Investment  Commission.

In  August  2004,  we  entered  into  a  license  agreement  for  the  use  of  certain  central  processing  unit  cores  for

product  development.  In  accordance  with  the  agreement,  we  are  required  to  pay  a  license  fee  based  on  the

progress of the project development and a royalty based on shipments. The initial license fee of $100,000 is

charged  to  research  and  development  expense  in  2004;  no  fees  or  royalties  were  paid  in  2005.

In addition, we have begun construction of our new headquarters located in the Tainan LCD-TV Industry Park.

The headquarters will house our research and development, engineering, sales and marketing, operations and

general administrative staff. Upon completion, the new headquarters is expected to have 21,200 square meters

of  usable  space  and  occupy  31,800  square  meters  of  land.  The  land  is  owned  by  us.  Construction  has

commenced in the fourth quarter of 2005 and is expected to be completed in the third quarter of 2006. The

total costs are estimated to be approximately NT$905.8 million ($27.6 million), of which approximately NT$325.8

million ($9.9 million) is for the land and approximately NT$580 million ($17.7 million) is for the construction costs

(which  includes  architect  fees,  general  contractor  fees,  building  materials,  purchases  and  installation  of  office

equipment and other fixtures). We have already paid for the land purchased and approximately NT$26.1 million

($0.8 million) of the construction costs in 2005. We expect to pay the remainder of the construction costs in

2006. We intend to finance the remaining cost of our new headquarters with a portion of the net proceeds from

our  initial  public  offering.

Our  current  corporate  structure  was  established  as  a  result  of  a  share  exchange  between  us  and  the  former

shareholders  of  Himax  Taiwan.  The  ROC  Investment  Commission  has  approved  the  share  exchange,  subject

to our satisfying the following undertakings we gave in connection with our application seeking approval of the

share  exchange:  Himax  Taiwan  is  required  to  (1)  purchase  three  hectares  of  land  in  connection  with  the

construction of its new headquarters in Tainan, Taiwan; (2) increase the number of Taiwanese employees to 430

employees, 475 employees and 520 employees by the end of 2005, 2006 and 2007, respectively; and (3) invest

no less than NT$800 million ($24.4 million), NT$900 million ($27.4 million) and NT$1.0 billion ($30.5 million) for

research and development in Taiwan in 2005, 2006 and 2007, respectively. The required research and development

expenditure  may  be  satisfied  through  cash-based  compensation  but  cannot  be  satisfied  through  non-cash

43

share-based compensation. Himax Taiwan is required to submit to the ROC Investment Commission its annual

financial  statements  audited  by  a  certified  public  accountant  and  other  relevant  supporting  documents  in

connection with the implementation of the above-mentioned conditions within four months after the end of each

of  2005,  2006  and  2007.

We  plan  to  finance  the  commitments  required  under  our  undertakings  to  the  ROC  Investment  Commission

through  a  portion  of  the  proceeds  from  our  initial  public  offering  and  working  capital.  We  believe  that  the

undertakings  under  the  ROC  Investment  Commission  approval  are  in  line  with  our  business  plan.  In  August

2005, we purchased 3.18 hectares of land for an aggregate purchase price of approximately NT$325.8 million

($9.9  million)  in  satisfaction  of  the  first  condition.  As  of  December  31,  2005,  we  had  satisfied  the  conditions

with  respect  to  the  Taiwan  employees  requirements  for  2005  (with  549  Taiwan  employees)  and  had  spent

approximately  NT$1,012  million  ($30.9  million)  in  research  and  development  expenditures.

Although we intend to discharge our undertakings to the ROC Investment Commission, we cannot assure you

that we will be able to do so under all circumstances. To the extent that we experience no or negative revenue

growth  as  a  result  of  significant  company-specific  or  industry-wide  events,  we  would  be  limited  in  our  ability

to adjust our headcount and research and development expenditures in response to those events. In this case,

these  undertakings  would  restrict  our  operational  flexibility  and  adversely  affect  our  operating  margins  and

results of operations. See “Item 3.D. Risk Factors-Political, Geographical and Economic Risks - If we failed to

satisfy  the  undertakings  we  made  to  the  ROC  Investment  Commission  in  connection  with  our  application

seeking approval of the share exchange, the ROC Investment Commission could take actions against us that

would materially and adversely affect our business, financial condition and results of operations and decrease

the  value  of  our  ADSs.”

Under the ROC Labor Standard Law, we established a defined benefit plan and were required to make monthly

contributions to a pension fund in an amount equal to 2% of wages and salaries of our employees. Under the

newly  effective  ROC  Labor  Pension  Act,  beginning  on  July  1,  2005,  we  are  required  to  make  a  monthly

contribution for employees that elect to participate in the new defined contribution plan of no less than 6% of

the employee’s monthly wages, to the employee’s individual pension fund account. Substantially all participants

in  the  defined  benefit  plan  have  elected  to  participate  in  the  new  defined  contribution  plan.  Participants’

accumulated  benefits  under  the  defined  benefit  plan  are  not  impacted  by  their  election  to  change  plans.  We

are  required  to  make  contributions  to  the  defined  benefit  plan  until  it  is  fully  funded.  As  a  result,  our  monthly

contribution to the pension fund increased to $68,211 in July 2005 compared to $15,646 in June 2005, and

we expect to contribute at this increased rate in the future. This increase has not, and is not expected to have,

a  material  effect  on  our  cash  flows  or  results  of  operations.

We believe that our current cash and cash equivalents, cash flow from operations and the proceeds from our

initial public offering will be sufficient to meet our anticipated cash needs, including our cash needs for working

capital and capital expenditures for the foreseeable future. We may, however, require additional cash resources

due  to  higher  than  expected  growth  in  our  business  or  other  changing  business  conditions  or  other  future

developments,  including  any  investments  or  acquisitions  we  may  decide  to  pursue.

44

Off-Balance  Sheet  Arrangements

As of December 31, 2005, we did not have any off-balance sheet guarantees, interest rate swap transactions

or  foreign  currency  forward  contracts.  We  do  not  engage  in  trading  activities  involving  non-exchange  traded

contracts.  Furthermore,  as  of  December  31,  2005,  we  did  not  have  any  interests  in  variable  interest  entities.

Inflation

Inflation in Taiwan has not had a material impact on our results of operations in recent years. The rate of inflation

(deflation)  in  Taiwan  was  -0.1%,  1.6%  and  2.3%  in  2003,  2004  and  2005,  respectively.

Dividends  and  Dividend  Policy

Our  dividend  policy  is  to  retain  most,  if  not  all,  of  our  available  funds  and  any  future  earnings  for  use  in  the

operation  and  growth  of  our  business.

In November 2005, we distributed a special cash dividend to our shareholders in the amount of approximately

$13.6  million,  or  the  equivalent  of  approximately  $0.075  per  share  based  on  our  total  shares  outstanding  as

of a certain record date. This dividend was paid to our shareholders in respect of our performance prior to our

initial  public  offering.  We  decided  to  pay  the  dividend  in  cash  instead  of  shares  because  our  ordinary  shares

at the time of the dividend payment was not listed on any stock exchange and therefore had limited liquidity.

This dividend was approved by our board of directors and was financed through a loan. This special dividend

should  not  be  considered  representative  of  the  dividends  that  would  be  paid  in  any  future  periods  or  our

dividend  policy.

Our  board  of  directors  has  full  discretion  as  to  whether  we  will  distribute  dividends  in  the  future.  Even  if  our

board  of  directors  decides  to  distribute  dividends,  the  form,  frequency  and  amount  of  such  dividends  will

depend upon our future operations and earnings, capital requirements and surplus, general financial condition,

contractual  restrictions  and  other  factors  as  the  board  of  directors  may  deem  relevant.

Our ability to pay cash or stock dividends will depend upon the amount of distributions, if any, received by us

from  our  direct  and  indirect  subsidiaries,  which  must  comply  with  the  laws  and  regulations  of  their  respective

countries and respective articles of association. Since its inception in June 2001, Himax Taiwan has paid stock

dividends  in  an  amount  of  13,517,773  shares  on  September  1,  2003  and  42,976,372  shares  on  September

20,  2004  with  respect  to  the  fiscal  years  2002  and  2003,  respectively.  However,  Himax  Taiwan  has  not  paid

cash  dividends  in  the  past.  In  accordance  with  ROC  laws  and  regulations  and  Himax  Taiwan’s  articles  of

incorporation,  Himax  Taiwan  is  permitted  to  distribute  dividends  after  allowances  have  been  made  for:

• payment  of  taxes;

• recovery  of  prior  years'  deficits,  if  any;

• legal  reserve  (in  an  amount  equal  to  10%  of  annual  net  income  after  having  deducted  the  above  items

until  such  time  as  its  legal  reserve  equals  the  amount  of  its  total  paid-in  capital);

• special  reserve  based  on  relevant  laws  or  regulations,  or  retained  earnings,  if  necessary;

• dividends  for  preferred  shares,  if  any;  and

• cash or stock bonus to employees (in an amount less than 10% of annual net income) and remuneration

for  directors  and  supervisor(s)  (in  an  amount  less  than  2%  of  the  annual  net  income);  after  having

45

deducted the above items, based on a resolution of the board of directors; if stock bonuses are paid to employees, the

bonus  may  also  be  appropriated  to  employees  of  subsidiaries  under  the  board  of  directors’  approval.

Furthermore, if Himax Taiwan does not record any net income for any year as determined in accordance with generally accepted

accounting  principles  in  Taiwan,  it  generally  may  not  distribute  dividends  for  that  year.

If  we  are  not  able  to  satisfy  our  undertakings  to  the  ROC  Investment  Commission,  Himax  Taiwan  may  not  be  able  to  pay

dividends to us, which may adversely affect your ability to receive dividends because we rely on Himax Taiwan and our other

subsidiaries for dividend payments, if any, to our shareholders. See “Item 3.D. Risk Factors-Political, Geographical and Economic

Risks-If we failed to satisfy the undertakings we made to the ROC Investment Commission in connection with our application

seeking approval of the share exchange, the ROC Investment Commission could take actions against us that would materially

and adversely affect our business, financial condition and results of operations and decrease the value of our ADSs.”

Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent

as holders of our ordinary shares, to the extent permitted by applicable law and regulations, less the fees and expenses payable

under the deposit agreement. Any dividend we declare will be distributed by the depositary bank to the holders of our ADSs.

Cash  dividends  on  our  ordinary  shares,  if  any,  will  be  paid  in  U.S.  dollars.

46

Report  of  Independent  Registered  Public Accounting  Firm

The  Board  of  Directors  and  Stockholders

Himax  Technologies,  Inc.:

We have audited the accompanying consolidated balance sheets of Himax Technologies, Inc. (a Cayman Islands Company) and

subsidiaries,  as  of  December  31,  2004  and  2005,  and  the  related  consolidated  statements  of  operations,  comprehensive

income (loss), stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2005.

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express

an  opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those  standards  require  that  we  plan  and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the  financial

statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts

and  disclosures  in  the  financial  statements.  An  audit  also  includes  assessing  the  accounting  principles  used  and  significant

estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits

provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the  consolidated  financial  statements  referred  to  above  present  fairly,  in  all  material  respects,  the  financial

position of Himax Technologies, Inc. and subsidiaries as of December 31, 2004 and 2005, and the results of their operations

and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally

accepted  accounting  principles.

/s/  KPMG  Certified  Public  Accountants

Taipei,  Taiwan  (the  Republic  of  China)

February  21,  2006

47

HIMAX TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Consolidated  Balance  Sheets

December 31, 2004 and 2005

(in thousands of US dollars)

December 31,

2004

2005

Assets

Current  assets:

Cash ...........................................................................................................

$

Marketable  securities  available-for-sale ........................................................

Restricted  cash  equivalents  and  marketable  securities ...............................

Accounts receivable, less allowance for sales  returns and discounts

of $240 and $181 at December 31, 2004 and 2005, respectively .......

Accounts  receivable  from  related  parties ....................................................

Inventories ...................................................................................................

Deferred  income  taxes ................................................................................

Prepaid expenses and other current assets ...............................................

Total  current  assets ...........................................................................

Property  and equipment, net .........................................................................

Deferred  income  taxes ...................................................................................

Intangible  assets,  net .....................................................................................

Investments  in  non-marketable  securities ....................................................

Refundable  deposits .......................................................................................

5,577

7,840

329

26,860

39,285

54,092

5,731

4,700

144,414

10,990

17

109

1,942

298

13,356

Total  assets ........................................................................................

$

157,770

7,086

3,989

14,053

80,158

69,688

105,004

8,965

11,113

300,056

24,426

151

81

1,813

712

27,183

327,239

48

See accompanying notes to consolidated financial statements.

HIMAX  TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Consolidated  Balance  Sheets

December 31, 2004 and 2005

(in thousands of US dollars)

December  31,

2004

2005

Liabilities  and  Stockholders’  Equity

Current  liabilities:

Short-term  debt ...........................................................................................

$

Current  portion  of  long-term  debt ...............................................................

–

178

Accounts  payable .......................................................................................

38,649

Income  tax  payable .....................................................................................

Accrued  share-based  compensation  expenses ..........................................

Other  accrued  expenses  and  other  current  liabilities .................................

Total  current  liabilities ..................................................................

Long-term  debt,  less  current  portion ...........................................................

Total  liabilities ...............................................................................

Minority  interest ..............................................................................................

Stockholders’  equity:

Ordinary  share,  US$0.0001  par  value,  500,000,000  shares  authorized;

180,769,265  and  182,088,880  shares  issued  and  outstanding  at

December  31,  2004  and  2005,  respectively ..........................................

Additional  paid-in  capital .............................................................................

Accumulated  other  comprehensive  income ................................................

Retained  earnings:

Legal  reserve ........................................................................................

Unappropriated  earnings ......................................................................

2,773

4,331

6,226

52,157

89

52,246

664

18

85,508

7

2,180

17,147

27,274

89

105,801

13,625

–

13,995

160,784

–

160,784

624

18

98,450

36

2,180

65,147

Total  stockholders’  equity ............................................................

104,860

165,831

Commitments  and  contingencies

Total  liabilities  and  stockholders’  equity ....................................

$

157,770

327,239

See accompanying notes to consolidated financial statements.

49

HIMAX TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Consolidated  Statements  of  Operations

Years ended December 31, 2003, 2004 and 2005

(in thousands of US dollars, except per share data)

Year  Ended  December  31,

2003

2004

2005

Revenues

Revenues  from  third  parties,  net ...................................

$

29,050

Revenues  from  related  parties,  net ................................

Costs  and  expenses:

Cost  of  revenues ...........................................................

Research  and  development ...........................................

General  and  administrative .............................................

Sales  and  marketing ......................................................

Total  costs  and  expenses ........................................

Operating  income ..............................................................

Non  operating  income  (loss):

Interest  income ..............................................................

Gain  on  sale  of  marketable  securities,  net ....................

Other  than  temporary  impairment  loss  on  investments

in  non-marketable  securities .......................................

Foreign  exchange  gains  (losses),  net ............................

Interest  expense .............................................................

Other  income,  net ..........................................................

Income  before  income  taxes  and  minority  interest .......

Income  tax  (benefit)  expense ...........................................

Income  (loss)  before  minority  interest .............................

Minority  interest  net  of  tax ...............................................

Net  income  (loss) ...............................................................

Basic  earnings  (loss)  per  ordinary  share ........................

Diluted  earnings  (loss)  per  ordinary  share ......................

$

$

$

102,793

131,843

100,102

21,077

4,614

2,669

128,462

3,381

17

123

–

(759)

(1)

1

(619)

2,762

3,343

(581)

–

(581)

(0.00)

(0.00)

109,514

190,759

300,273

235,973

24,021

4,654

2,742

267,390

32,883

72

401

–

847

(6)

5

1,319

34,202

(1,771)

35,973

27

36,000

0.21

0.21

217,420

322,784

540,204

419,380

41,278

6,784

4,762

472,204

68,000

580

105

(129)

1,808

(125)

19

2,258

70,258

8,923

61,335

223

61,558

0.35

0.34

50

See accompanying notes to consolidated financial statements.

HIMAX  TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Consolidated  Statements  of  Comprehensive  Income  (Loss)

Years ended December 31, 2003, 2004 and 2005

(in thousands of US dollars, except per share data)

Year  Ended  December  31,

2003

2004

2005

Net  income  (loss) ...................................................................

$

(581)

36,000

61,558

Other  comprehensive  income  (loss):

Unrealized  gains  on  securities,  not  subject  to  tax:

Unrealized  holding  gains  on  available-for-sale  marketable

securities  arising  during  the  period ................................

181

334

129

Reclassification  adjustment  for  realized  gains  included

in  net  income  (loss) ........................................................

Foreign  currency  translation  adjustments,  net  of  tax  of  $3 ....

(123)

–

(401)

–

(105)

5

Comprehensive  income  (loss) ..............................................

$

(523)

35,933

61,587

See accompanying notes to consolidated financial statements.

51

HIMAX TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Consolidated  Statements  of  Stockholders’  Equity

Years ended December 31, 2003, 2004 and 2005

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52

See accompanying notes to consolidated financial statements.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HIMAX TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Consolidated  Statements  of  Cash  Flows

Years ended December 31, 2003, 2004 and 2005

(in thousands of US dollars)

Year  Ended  December  31,

2003

2004

2005

Cash  flows  from  operating  activities:

Net  income  (loss) ............................................................................

$

(581)

36,000

61,558

Adjustments  to  reconcile  net  income  (loss)  to  net  cash

provided  by  (used  in)  operating  activities:

Depreciation  and  amortization ................................................

Share-based  compensation  expenses ..................................

Minority  interest,  net  of  tax ....................................................

Loss  on  disposal  of  property  and  equipment .......................

Gain  on  sales  of  subsidiary  shares .......................................

Gain  on  sale  of  marketable  securities,  net ............................

Impairment  loss  on  investments  in  non-marketable  securities

Deferred  income  taxes ...........................................................

1,238

15,966

–

–

–

(123)

–

(37)

2,761

5,837

(27)

69

–

(401)

–

3,613

8,613

(223)

–

(19)

(105)

129

(4,986)

(3,371)

Changes  in  operating  assets  and  liabilities:

Accounts  receivable ...............................................................

(6,225)

(14,317)

(53,297)

Accounts  receivable  from  related  parties ..............................

(22,717)

(16,392)

(30,403)

Inventories ..............................................................................

(9,032)

(33,004)

(50,912)

Prepaid  expenses  and  other  current  assets .........................

(960)

(3,296)

(6,413)

Accounts  payable ..................................................................

17,098

15,748

Income  tax  payable ................................................................

Other  accrued  expenses  and  other  current  liabilities ............

2,487

1,293

(761)

4,081

67,152

10,852

5,290

      Net  cash  provided  by  (used  in)  operating  activities ...

(1,593)

(8,688)

12,464

Cash  flows  from  investing  activities:

Purchase  of  land,  property  and  equipment ....................................

(5,026)

(8,046)

(14,733)

Purchase  of  intangible  assets .........................................................

(140)

–

–

Purchase  of  available-for-sale  marketable  securities .......................

(47,044)

(47,163)

(38,048)

Sales  and  maturities  of  available-for-sale  marketable  securities .....

25,180

66,312

42,028

Purchase  of  investments  in  non-marketable  securities ...................

(1,813)

Proceeds  from  sale  of  subsidiary  shares  by  Himax

Technologies  Limited ...................................................................

Purchase  of  subsidiary  shares  from  minority  interest .....................

–

–

–

–

–

Increase  in  refundable  deposits ......................................................

(77)

(137)

Release  (pledge)  of  restricted  cash  equivalents  and

marketable  securities ...................................................................

5

35

Net  cash  provided  by  (used  in)  investing  activities .........

(28,915)

11,001

–

51

(523)

(414)

(13,724)

(25,363)

See accompanying notes to consolidated financial statements.

53

HIMAX TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Consolidated  Statements  of  Cash  Flows-continued

Years ended December 31, 2003, 2004 and 2005

(in thousands of US dollars)

Year  Ended  December  31,

2003

2004

2005

Cash  flows  from  financing  activities:

Distribution  of  special  cash  dividends ................................. $

–

Proceeds  from  issuance  of  ordinary  shares ........................

29,510

Proceeds  from  issuance  of  new  shares  by  subsidiaries .....

Purchase  of  treasury  stock ..................................................

Proceeds  from  issuance  of  treasury  stock  to  employees ...

Proceeds  from  borrowing  of  short-term  debt ......................

Proceeds  from  borrowing  of  long-term  debt .......................

Repayment  of  long-term  debt ..............................................

–

(558)

1,279

–

110

–

Net  cash  provided  by  financing  activities ..............

30,341

Effect  of  exchange  rate  changes  on  cash ................................

Net  increase  (decrease)  in  cash ............................................

Cash  at  beginning  of  period ..................................................

Cash  at  end  of  period ............................................................ $

Supplemental  disclosures  of  cash  flow  information:

Cash  paid  during  the  period  for:

Interest .............................................................................. $

Income  taxes .................................................................... $

–

(167)

2,696

2,529

1

920

Supplemental  disclosure  of  non-cash  investing  and

financing  activities:

Payable  for  purchase  of  equipment  and  construction

–

–

803

–

–

–

–

(68)

735

–

3,048

2,529

5,577

6

3,867

(13,558)

–

866

–

–

27,274

–

(178)

14,404

4

1,509

5,577

7,086

125

1,130

in  progress ....................................................................... $

(40)

(71)

(2,285)

54

See accompanying notes to consolidated financial statements.

HIMAX TECHNOLOGINES,  INC. AND  SUBSIDIARIES

Notes  to  Consolidated  Financial  Statements

December 31, 2003, 2004 and 2005

Note  1.  Background,  Principal  Activities  and  Basis  of  Presentation

Background

Himax Technologies Limited (“Himax Taiwan”) was incorporated on June 12, 2001. On April 26, 2005, Himax Technologies, Inc.

was established as a new holding company in the Cayman Islands to hold the shares of Himax Taiwan in connection with the

reorganization  and  share  exchange  described  below.

On June 10, 2005, Himax Taiwan’s shareholders resolved the exchange of shares between Himax Taiwan and Himax Technologies,

Inc. (the “Company”) pursuant to Republic of China (ROC) Business Mergers and Acquisitions Law. Upon obtaining all necessary

approvals from ROC authorities, the share exchange became effective on October 14, 2005, whereby all issued and outstanding

common shares of Himax Taiwan were exchanged with Himax Technologies, Inc.’s new shares at a 1:1 ratio. The approval of

the ROC Investment Commission is conditioned upon the satisfaction of certain undertakings the Company made to the ROC

Investment Commission, including undertakings relating to the Company’s plans to expand its investment in the ROC as well

as  undertakings  to  submit  certain  documentation  after  the  effectiveness  of  the  share  exchange.  Many  of  these  undertakings

are  prospective,  on-going  obligations  and  have  yet  to  be  satisfied  to  date.  Refer  to  Note  21  ( j )   for  further  details.  Upon

completion  of  the  share  exchange,  Himax  Taiwan  became  Himax  Technologies,  Inc.’s  directly  and  wholly-owned  subsidiary.

Principal  Activities

Himax Technologies, Inc. and subsidiaries (collectively, the Company) designs, develops and markets semiconductors that are

critical  components  of  flat  panel  displays  through  Himax  Taiwan  and  its  subsidiaries.  The  Company’s  principal  products  are

display drivers for large-sized thin film transistor liquid crystal displays (TFT-LCD) panels, which are used in desktop monitors,

notebook computers and LCD TVs and display drivers for small- and medium-sized TFT-LCD panels which are used in mobile

handset, personal digital assistants, mobile gaming devices, digital cameras and camcorders. The Company has expanded its

product offering to include other semiconductors for digital TVs such as video processors and tuners, as well as liquid crystal

on silicon (LCOS) products. The Company's customers are TFT-LCD panel manufacturers, mobile device module manufacturers

and  TV  manufacturers.

Basis  of  Presentation

The accompanying consolidated financial statements include the accounts of Himax Technologies, Inc. and its subsidiaries as

if the Company had been in existence for all periods presented. As a result of the above-mentioned share exchange, all of the

outstanding ordinary shares of Himax Technologies, Inc. are owned by former shareholders of Himax Taiwan. This transaction

is a change in legal organization for which no change in accounting basis is appropriate. Therefore, in presenting the consolidated

financial  statements  of  the  Company,  the  assets  and  liabilities,  revenues  and  expenses  of  Himax  Taiwan  and  its  subsidiaries

are  included  at  their  historical  amounts  for  all  periods  presented.

The  accompanying  consolidated  financial  statements  of  the  Company  have  been  prepared  in  conformity  with  US  generally

accepted  accounting  principles  (“US  GAAP”).

Note  2.  Summary  of  Significant  Accounting  Policies

(a) Principles  of  Consolidation

The consolidated financial statements include the accounts and operations of the Himax Technologies, Inc., Himax Taiwan

55

and  its  subsidiaries.  All  significant  intercompany  balances  and  transactions  have  been  eliminated  in  consolidation.

(b) Use  of  Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates

and assumptions relating to the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities

at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting

period. Significant items subject to such estimates and assumptions include the carrying value of property, equipment and

intangible assets, valuation allowances for receivables and deferred income tax assets, inventory realizable values, potential

impairment  of  marketable  securities  and  other  equity  investments,  valuation  of  derivative  financial  instruments  and  share-

based compensation, and valuation of assets and obligations related to employee retirement benefits. Actual results could

differ  from  those  estimates.

(c) Stock  Split  and  Stock  Dividends

On  July  18,  2002,  Himax  Taiwan’s  stockholders  approved  a  stock  split  pursuant  to  which  it  issued  17,468,400  shares  of

common  stock  to  the  then  holders  of  its  outstanding  shares  of  common  stock.

On June 27, 2003, Himax Taiwan’s stockholders approved stock dividends at par value per share of NT$2.16 pursuant to

which  it  issued  13,517,773  shares  of  common  stock  to  the  then  holders  of  its  outstanding  shares  of  common  stock.

On  September  30,  2004,  Himax  Taiwan’s  stockholders  approved  stock  dividends  at  par  value  per  share  of  NT$3.63  and

a stock split, pursuant to which it issued 42,976,372 shares and 11,837,166 shares of common stock to the then holders

of  its  outstanding  shares  of  common  stock.

These transactions resulted in increases of 39.75%, 21.64% and 46.31% of the then outstanding common shares for 2002,

2003 and 2004, respectively, which are accounted for as either stock split or a stock split effected in the form of a dividend.

However, retained earnings were charged for the stock splits effected in the form of a dividend to comply with Taiwanese

legal requirements. All references in the consolidated financial statements and notes to the number of shares outstanding,

per share amounts and stock option data of the Company's common stock have been retroactively adjusted to reflect the

effect  of  these  stock  splits  for  all  periods  presented.

(d) Cash  and  Cash  Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less at the time

of purchase to be cash equivalents. The Company had no cash equivalents at December 31, 2004. As of December 31,

2005,  the  Company  had  $13,600  thousand  of  cash  equivalents  consisting  of  U.S.  dollar  denominated  time  deposits  with

an original maturity of two months, which had been pledged as collateral on short-term debt and is recorded as restricted

cash  equivalents  on  the  consolidated  balance  sheets.

(e) Marketable  Securities

As of December 31, 2004 and 2005, all of the Company’s investments in debt and marketable equity securities are classified

as available-for-sale securities and are reported at fair value with changes in fair value, net of related taxes, excluded from

56

earnings and reported in other comprehensive income (loss). Available-for-sale securities, which mature or are expected to

be  sold  in  one  year,  are  classified  as  current  assets.

Declines  in  market  value  are  charged  against  earnings  at  the  time  that  a  decline  has  been  determined  to  be  other  than

temporary, which is based primarily on the financial condition of the issuer and the extent and length of time of the decline.

The  cost  of  the  securities  sold  is  computed  based  on  the  moving  average  cost  of  each  security  held  at  the  time  of  sale.

At December 31, 2004 and 2005, the Company had $329 thousand and $453 thousand, respectively, of restricted marketable

securities,  consisting  of  time  deposits  with  an  original  maturity  of  more  than  three  months,  which  had  been  pledged  as

collateral  for  long-term  debt  or  custom  duty.

( f ) Inventories

Inventories primarily consist of raw materials, work-in-process and finished goods awaiting final assembly and test, and are

stated at the lower of cost or market value. Cost is determined using the weighted-average method. For work-in-process

and  manufactured  inventories,  cost  consists  of  the  cost  of  raw  materials  (primarily  fabricated  wafer  and  processed  tape),

direct labor and an appropriate proportion of production overheads. The Company also writes down excess and obsolete

inventory to its estimated market value based upon estimations about future demand and market conditions. If actual market

conditions are less favorable than those projected by management, additional future inventory write-down may be required

that could adversely affect the Company's operating results. Once written down, inventories are carried at this lower amount

until sold or scrapped. If actual market conditions are more favorable, the Company may have higher operating income when

such  products  are  sold.  Sales  to  date  of  such  products  have  not  had  a  significant  impact  on  the  Company’s  operating

income.

(g) Investments  in  Non-Marketable  Securities

Non-marketable equity securities in which the Company does not have the ability to exercise significant influence over the

operating  and  financial  policies  of  the  investee  are  stated  at  cost.  Dividends,  if  any,  are  recognized  into  earnings  when

received.

An  impairment  of  an  investment  in  non-marketable  securities  that  is  deemed  to  be  other-than-temporary  results  in  a

reduction in its carrying amount to its estimated fair value. The resulting impairment loss is charged to earnings at that time.

To determine whether an impairment is other-than-temporary, the Company primarily considers the financial condition of the

investee, reasons for the impairment, the severity and duration of the  impairment,  changes  in  value  subsequent  to period

end  and  forecasted  performance  of  the  investee.

( h ) Property  and  Equipment

Property  and  equipment  consists  primarily  of  land  purchased  in  August  2005  in  connection  with  the  construction  of  the

Company’s  new  headquarters,  and  machinery  and  equipment  used  in  the  design  and  development  of  products,  and  is

stated at cost. Depreciation on machinery and equipment commences when the asset is ready for its intended use and is

calculated on the straight-line method over the estimated useful lives of the assets, generally three to six years. Leasehold

57

improvements  are  amortized  on  a  straight  line  basis  over  the  shorter  of  the  lease  term  or  the  estimated  useful  life  of  the

asset. Software is amortized on a straight line basis over estimated useful lives ranging from two to four years. Depreciation

of  buildings  has  not  commenced  as  the  headquarters  is  under  construction  and  not  yet  ready  for  its  intended  use.

( i ) Intangible  Assets

The Company’s acquired technology is recorded at acquisition cost and amortized over its estimated useful life of five years

on  a  straight-line  basis.

( j ) Derivative  Financial  Instruments

All derivative financial instruments are recognized as either assets or liabilities and are reported at fair value at each balance

sheet date. As none of the derivative financial instruments qualify for hedge accounting, changes in the fair value of derivative

financial instruments are recognized in earnings and are included in other income (expense) in the accompanying consolidated

statements  of  operations.

(k) Impairment  of  Long-Lived  Assets

The Company's long-lived assets, which consist of property and equipment and intangible assets, are reviewed for impairment

whenever  events  or  changes  in  circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not  be  recoverable.

Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to its estimated

undiscounted future cash flows expected to be generated. If the carrying amount of an asset exceeds such estimated cash

flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its estimated

fair value. The Company generally determines fair value based on the estimated discounted future cash flows expected to

be  generated  by  the  asset.

( l ) Revenue  Recognition

The Company recognizes revenue from product sales when persuasive evidence of an arrangement exists, the product has

been delivered, the price is fixed and determinable and collection is reasonably assured. For all sales, the Company uses

a binding purchase order as evidence of an arrangement. The Company considers delivery to occur upon shipment provided

title  and  risk  of  loss  has  passed  to  the  customer  based  on  the  shipping  terms,  which  is  generally  when  the  product  is

shipped  to  the  customer  from  the  Company’s  facilities  or  the  outsourced  assembly  and  testing  house.

The Company records a reduction to revenue and accounts receivable by establishing a sales discount and return allowance

for estimated sales discounts and product returns at the time revenue is recognized based primarily on historical discount

and  return  rates.  However,  if  sales  discount  and  product  returns  for  a  particular  fiscal  period  exceed  historical  rates,  the

Company may determine that additional sales discount and return allowances are required to properly reflect the Company's

estimated  remaining  exposure  for  sales  discounts  and  product  returns.

(m)Product  Warranty

Under the Company’s standard terms and conditions of sale, products sold are subject to a limited product quality warranty.

The  standard  limited  warranty  period  is  60  days.  The  Company  may  receive  warranty  claims  outside  the  scope  of  the

standard terms and conditions. The Company provides for the estimated cost of product warranties at the time revenue is

58

recognized  based  primarily  on  historical  experience  and  any  specifically  identified  quality  issues.

(n) Research  and  Development  and  Advertising  Costs

The  Company’s  research  and  development  and  advertising  expenditures  are  charged  to  expense  as  incurred.  Advertising

expenses for the years ended December 31, 2003, 2004 and 2005, were $67 thousand, $78 thousand and $29 thousand,

respectively.

The  Company  recognizes  government  grants  to  fund  research  and  development  expenditures  as  a  reduction  of  research

and development expense in the accompanying consolidated statements of operations based on the percentage of actual

qualifying  expenditures  incurred  to  date  to  the  most  recent  estimate  of  total  expenditures  which  they  are  intended  to

compensate.

(o) Employee  Retirement  Plan

The  Company  has  established  an  employee  noncontributory  defined  benefit  retirement  plan  (the  “Defined  Benefit  Plan”)

covering full-time employees in the ROC. Retirement benefits are based on years of service and the average salary for the

six-month  period  before  the  employee’s  retirement.

The measurement of pension costs and liabilities is determined in accordance with SFAS No. 87, Employees’ Accounting

for Pension, or SFAS No. 87. Under SFAS No. 87, changes in the amount of either the projected benefit obligation or plan

assets resulting from actual results different from that assumed and from changes in assumptions can result in gains and

losses  not  yet  recognized  in  the  consolidated  financial  statements.  Amortization  of  an  unrecognized  net  gain  or  loss  is

included as a component of the net periodic pension cost for a year if, as of the beginning of the year, that unrecognized

net gain or loss exceeds 10 percent of the greater of (1) the projected benefit obligation or (2) the fair value of that plan’s

assets. In such case, the amount of amortization recognized is the resulting excess divided by the average remaining service

period  of  active  employees  expected  to  receive  benefits  under  the  plan.  The  expected  long-term  rate  of  return  on  plan

assets  used  for  pension  accounting  is  determined  based  on  the  historical  long-term  rate  of  return  on  plan  assets.  The

discount  rate  is  determined  based  on  the  rates  of  return  of  high-quality  fixed-income  investments  currently  available  and

expected to be available during the period to maturity of the pension benefits. The rate of increase in compensation levels

is  determined  based  on  the  historical  rate  of  increase  in  salaries.

The Company has adopted a defined contribution plan (the “Defined Contribution Plan”) covering full-time employees in the

ROC beginning July 1, 2005 pursuant to ROC Labor Pension Act. Pension costs for a period is determined based on the

contribution called for in that period. Substantially all participants in the Defined Benefit Plan have been provided the option

of continuing to participate in the Defined Benefit Plan, or to participate in the Defined Contribution Plan on a prospective

basis from July 1, 2005. Accumulated benefits attributed to participants that elect to change plans are not impacted by their

election.

(p) Income  Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for

the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the

59

financial statements and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and

liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax

assets  when  it  is  more  likely  than  not  that  some  portion  or  all  of  the  deferred  tax  assets  will  not  be  realized.

(q) Foreign  Currency  Translation

The  functional  currency  for  the  Company’s  operations  is  the  United  States  dollar.  Accordingly,  the  assets  and  liabilities  of

a subsidiary whose functional currency is other than the United States dollar are included in the consolidation by translating

the  assets  and  liabilities  into  the  reporting  currency  (the  United  States  dollar)  at  the  exchange  rates  applicable  at  the  end

of the reporting period. Equity accounts are translated at historical rates. The statements of operations and cash flows are

translated  at  the  average  exchange  rates  during  the  year.  Translation  gains  or  losses  are  accumulated  as  a  separate

component  of  stockholders’  equity  in  accumulated  other  comprehensive  income  (loss).  Foreign  currency  denominated

monetary  assets  and  liabilities  are  remeasured  into  United  States  dollars  at  end-of-period  exchange  rates.  Non-monetary

assets and liabilities, including inventories, prepaid expenses and other current assets, property and equipment, other assets

and equity, are remeasured at historical exchange rates. Revenue and expenses are remeasured at average exchange rates

in  effect  during  each  period.  Gains  or  losses  from  foreign  currency  remeasurement  are  included  in  other  income  (loss)  in

the  accompanying  consolidated  statements  of  operations.

( r ) Earnings  (Loss)  Per  Share

Basic earnings (loss) per share is computed using the weighted average number of ordinary shares outstanding during the

period. Diluted earnings (loss) per share is computed using the weighted average number of ordinary and diluted ordinary

equivalent  shares  outstanding  during  the  period.  Ordinary  equivalent  shares  consist  of  nonvested  shares  and  unvested

treasury stock issued to employees that are contingently returnable until lapse of the requisite service period and ordinary

shares that are contingently issuable upon the vesting of unvested restricted share units (RSUs) granted to employees and

independent  directors.

Basic  and  diluted  earning  (loss)  per  ordinary  share  have  been  calculated  as  follows:

Year  December  31,

2003

2004

2005

Net  income  (loss)  (in  thousands) ............................................................

$

(581 )

36,000

61,558

Denominator  for  basic  earnings  (loss)  per  share:

Weighted  average  number  of  ordinary  shares  outstanding

      (in  thousands) ................................................................................

116,617

169,320

176,105

Basic  earnings  (loss)  per  share ....................................................

$

(0.00 )

0.21

0.35

Contingently  returnable  nonvested  shares  and  unvested  treasury  stock  issued  to  employees  and  contingently  issuable

ordinary shares underlying the unvested RSUs granted to employees and independent directors are included in the calculation

of  diluted  earnings  (loss)  per  share  based  on  treasury  stock  method.  In  2003,  3,698  thousand  ordinary  equivalent  shares

were  excluded  from  the  diluted  earnings  (loss)  per  ordinary  share  computation  as  their  effect  would  be  anti-dilutive.

60

Year  December  31,

2003

2004

2005

Net  income  (loss)  (in  thousands) ............................................................

$

(581 )

36,000

61,558

Denominator  for  diluted  earnings  (loss)  per  share:

Weighted  average  number  of  ordinary  shares  outstanding

      (in  thousands) ................................................................................

116,617

169,320

176,105

Nonvested  ordinary  shares  and  RSUs  (in  thousands) ......................

–

3,978

4,554

Diluted  earnings  (loss)  per  share ..................................................

$

(0.00 )

0.21

0.34

116,617

173,298

180,659

(s) Share-Based  Compensation

The Company has applied SFAS No.123 (revised 2004), Share-Based Payment, from its incorporation in June 2001 for its

share-based  compensation  plan.  The  cost  of  employee  services  received  in  exchange  for  share-based  compensation  is

measured based on the grant-date fair value of the share-based instruments issued. The cost of employee services is equal

to the grant-date fair value of shares issued to employees and is recognized in earnings over the service period. Compensation

cost  also  considers  the  number  of  awards  management  believes  will  eventually  vest.  As  a  result,  compensation  cost  is

reduced by the estimated forfeitures. The estimate is adjusted each period to reflect the current estimate of forfeitures, and

finally,  the  actual  number  of  awards  that  vest.

(t) Sale  of  Newly  Issued  Subsidiary  Shares

A  gain  resulting  from  the  issuance  of  shares  by  a  subsidiary  to  a  third-party  that  reduces  the  Company’s  percentage

ownership ("dilution gain") is recognized as additional paid in capital in the Company's consolidated statement of stockholders’

equity. For the year ended December 31, 2004, the Company recognized a dilution gain of $112 thousand resulting from

the  issuance  to  third  parties  of  new  shares  (representing  a  5.39%  interest)  by  Himax  Display,  Inc.  (“Himax  Display”  a

consolidated  subsidiary)  for  cash  proceeds  of  $803  thousand.  For  the  year  ended  December  31,  2005,  the  Company

recognized a dilution gain of $170 thousand and $52 thousand, respectively, resulting from the issuance to third parties of

new  shares  (representing  a  20.73%  interest)  and  the  issuance  to  employees  of  nonvested  shares  (representing  a  6.60%

interest)  by  Amazion  Electronics  Inc.  (“Amazion,”  a  consolidated  subsidiary)  for  cash  proceeds  of  $866  thousand  and  for

employees’  future  service  with  a  fair  value  of  $392  thousand,  respectively.

(u) Recently  Issued  Accounting  Pronouncements

In March 2004, the FASB approved the consensus reached on the Emerging Issues Task Force Issue No. 03-1, or EITF 03-

1,  The  Meaning  of  Other-Than-Temporary  Impairment  and  Its  Application  to  Certain  Investments.  EITF  03-1  provides

guidance  for  identifying  impaired  investments  and  new  disclosure  requirements  for  investments  that  are  deemed  to  be

temporarily impaired. On September 30, 2004, the FASB issued a final staff position EITF Issue 03-1-1 that delays indefinitely

the effective date for the measurement and recognition guidance included in paragraphs 10 through 20 of EITF 03-1. The

guidance in paragraph 10 through 20 of EITF 03-1 has been replaced by guidance in FASB Staff Position (FSP) FAS 115-

1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments issued by

FASB in November 2005. Quantitative and qualitative disclosures required by EITF 03-1 remain effective for fiscal 2005. The

Company  has  adopted  the  disclosure  requirements  of  EITF  03-01.

61

FSP FAS 115-1 and FAS 124-1 amend EITF 03-1 and address when an investment is considered impaired and whether that

impairment  is  other-than-temporary,  and  also  measure  an  impairment  loss.  The  FSP  also  addresses  the  accounting  after  an

entity recognizes an other-than-temporary impairment, and requires certain disclosures about unrealized losses that the entity

did  not  recognize  as  other-than-temporary  impairments.  The  FSP  is  effective  for  reporting  periods  beginning  after  December

15,  2005.  The  Company  does  not  expect  the  adoption  of  this  FSP  will  have  a  material  impact  on  its  consolidated  financial

position,  results  of  operations  or  cash  flows.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4, or SFAS No.

151. SFAS No. 151 amends ARB No. 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling

costs and wasted material (spoilage) should be recognized as current period charges. In addition, SFAS No. 151 requires that

allocation of fixed production overhead to the cost of conversion be based on the normal capacity of the production facilities.

The provision of SFAS No. 151 shall be effective for inventory costs incurred during fiscal years beginning after June 15, 2005.

The  Company  does  not  expect  the  initial  adoption  of  SFAS  No.  151  to  have  a  material  impact  on  its  consolidated  financial

position,  results  of  operations  or  cash  flows.

In December 2004, the FASB issued SFAS No. 153,  Exchanges of Nonmonetary Assets-An Amendment of APB Opinion No.

29,  Accounting  for  Nonmonetary  Transaction,  or  SFAS  No.  153.  SFAS  No.  153  eliminates  the  exception  from  fair  value

measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, Accounting

for Nonmonetary Transactions, and replaces it with an exception for exchanges that do not have commercial substance. SFAS

No. 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected

to  change  significantly  as  a  result  of  the  exchange.  SFAS  No.  153  is  effective  for  the  fiscal  periods  beginning  after  June  15,

2005. The Company does not currently plan any such nonmonetary transactions and therefore does not expect the adoption

of  SFAS  No.  153  to  have  a  material  impact  on  its  consolidated  financial  position,  results  of  operations  or  cash  flows.

In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, or FIN

47.  FIN  47  clarifies  that  an  entity  must  record  a  liability  for  a  “conditional”  asset  retirement  obligation  if  the  fair  value  of  the

obligation  can  be  reasonably  estimated.  The  types  of  asset  retirement  obligations  that  are  covered  by  this  interpretation  are

those  for  which  an  entity  has  a  legal  obligation  to  perform;  however,  the  timing  and/or  method  of  settling  the  obligation  are

conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity would

have  sufficient  information  to  estimate  reasonably  the  fair  value  of  an  asset  retirement  obligation.  FIN  47  is  effective  no  later

than  the  end  of  fiscal  years  ending  after  December  15,  2005.  The  initial  adoption  of  FIN  47  did  not  have  an  impact  on  the

Company’s  financial  condition  and  consolidated  statement  of  operations.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, or SFAS No. 154. SFAS No. 154

replaces APB No. 20 and SFAS No. 3 and requires retrospective application to a prior period’s financial statements of voluntary

changes  in  accounting  principle  and  changes  required  by  new  accounting  standards  when  the  standard  does  not  include

specific  transition  provisions,  unless  it  is  impracticable  to  do  so.  SFAS  No.  154  is  effective  for  accounting  changes  and

corrections  of  errors  in  fiscal  years  beginning  after  December  15,  2005.  The  Company  does  not  currently  plan  to  undertake

any voluntary changes in accounting principle and therefore does not expect the adoption of SFAS No. 154 to have a material

impact  on  its  consolidated  financial  position,  results  of  operations  or  cash  flows.

62

In September, 2005, the FASB approved the consensus reached on the Emerging Issues Task Force Issue No. 04-13, or EITF

04-13,  Accounting  for  Purchases  and  Sales  of  Inventory  with  the  Same  Counterparty.  EITF  04-13  provides  guidance  for

circumstances  under  which  two  or  more  transactions  involving  inventory  with  the  same  counterparty  should  be  viewed  as  a

single  nonmonetary  transaction  within  the  scope  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary  Transactions,  and

whether there are circumstances under which nonmonetary exchanges of inventory within the same line of business should be

recognized  at  fair  value.  EITF  04-13  is  effective  for  new  arrangements  entered  into  in  reporting  period  beginning  after  March

15, 2006. The Company does not expect the adoption of EITF 04-013 to have a material impact on its consolidated financial

position,  results  of  operations  or  cash  flows.

Note  3.  Marketable  Securities

Following  is  a  summary  of  marketable  securities  as  of  December  31,  2004  and  2005:

Time  deposit  with  original  maturities

      more  than  three  months .............................

Open-ended  bond  fund ...................................

Total ..................................................................

Time  deposit  with  original  maturities

      more  than  three  months .............................

Open-ended  bond  fund ...................................

Total ..................................................................

Amortized
Cost

December  31,  2004
Gross  Unrealized Gross  Unrealized

Gains

Losses

Market
Value

777

7,056

7,833

(in  thousands)

–

7

7

–

–

–

777

7,063

7,840

Amortized
Cost

December  31,  2005
Gross  Unrealized Gross  Unrealized

Gains

Losses

Market
Value

152

3,804

3,956

(in  thousands)

–

33

33

–

–

–

152

3,837

3,989

$

$

$

$

The Company’s portfolio of available for sale marketable securities by contractual maturity as of December 31, 2004 and 2005

is  as  follows:

Due  in  one  year  or  less ..................................................................................................

Due  after  one  year ..........................................................................................................

December  31,

2004

2005

(in  thousands)

$

$

7,735

105

7,840

3,989

–

3,989

Information  on  sales  of  available  for  sale  marketable  securities  for  the  years  ended  December  31,  2003,  2004  and  2005  is

summarized  below.

Period

Proceeds
from  sales

Gross  realized
gains

Gross  realized
losses

Year  ended  December  31,  2003 ....................................................

Year  ended  December  31,  2004 ....................................................

Year  ended  December  31,  2005 ....................................................

$

$

$

25,180

66,312

42,028

(in  thousands)
123

401

105

–

–

–

63

Note  4.  Allowance  for  Sales  Returns  and  Discounts

The activity in the allowance for sales returns and discounts for the years ended December 31, 2003, 2004 and 2005 follows:

Period

Balance  at
beginning  of
period

For  the  year  ended  December  31,  2003 .........
For  the  year  ended  December  31,  2004 .........
For  the  year  ended  December  31,  2005 .........

$
$
$

–
28
240

Addition

Amounts
utilized

Balance  at
end  of  period

(in  thousands)
117
1,022
398

(89 )
(810 )
(457 )

28
240
181

Note  5.  Inventories

As  of  December  31,  2004  and  2005,  inventories  consisted  of  the  following:

Merchandise ..................................................................................................................
Finished  goods .............................................................................................................
Work  in  process ...........................................................................................................
Raw  materials ...............................................................................................................
Supplies ........................................................................................................................

December  31,

2004

2005

(in  thousands)
357
23,010
22,716
7,951
58
54,092

38
32,192
51,769
20,877
128
105,004

$

$

Note  6.  Intangible  Asset

The gross carrying amount of the Company’s acquired technology was $140 thousand at December 31, 2004 and 2005. The

related  accumulated  amortization  was  $31  thousand  and  $59  thousand  at  December  31,  2004  and  2005,  respectively.

Amortization  expense  for  the  years  ended  December  31,  2003,  2004  and  2005,  was  $3  thousand,  $28  thousand  and  $28

thousand, respectively. Future amortization expense for the net carrying amount of this intangible asset at December 31, 2005

is  estimated  also  to  be  $28  thousand  in  2006  and  2007,  and  $25  thousand  in  2008.

Note  7.  Property  and  Equipment

Land ..............................................................................................................................
Machinery ......................................................................................................................
Research  and  development  equipment .......................................................................
Software ........................................................................................................................
Office  furniture  and  equipment ....................................................................................
Others ...........................................................................................................................

Accumulated  depreciation  and  amortization ...............................................................
Prepayment  for  purchases  of  equipment  and  software .............................................
Construction  of  buildings  in  progress ..........................................................................

December  31,

2004

2005

(in  thousands)

$

$

–
4,711
3,138
2,869
898
2,898
14,514
(3,981)
457
–
10,990

10,160
6,184
5,464
3,590
1,534
3,474
30,406
(7,566)
798
788
24,426

Depreciation and amortization of these assets for 2003, 2004 and 2005, was $1,235 thousand, $2,733 thousand and $3,585

thousand,  respectively.

64

Note  8.  Investments  in  Non-marketable  Securities

Following  is  a  summary  of  such  investments  as  of  December  31,  2004  and  2005:

Jemitek  Electronic  Corp. ..............................................................................................

Lightmaster  System  Inc. ...............................................................................................

Integrated  Microdisplays  Limited ..................................................................................

December  31,

2004

2005

(in  thousands)

$

$

313

1,500

129

1,942

313

1,500

–

1,813

In  2005,  the  Company  considered  its  investment  in  equity  of  Integrated  Microdisplays  Limited  to  be  other  than  temporarily

impaired due to a significant operating deficit. The carrying amount of $129 thousand was fully written off with an impairment

loss  recognized  in  other  non-operating  loss  in  the  accompanying  consolidated  statements  of  operations.

Note  9.  Prepaid  Expenses  and  Other  Current  Assets

Refundable  business  tax ..............................................................................................

Fair  value  of  foreign  currency  forward  contract ..........................................................

Prepaid  rental,  software  maintenance  fee  and  others ................................................

Note  10.  Other  Accrued  Expenses  and  Other  Current  Liabilities

December  31,

2004

2005

(in  thousands)

$

$

2,599

448

1,653

4,700

7,953

250

2,910

11,113

December  31,

2004

2005

(in  thousands)

Accrued  payroll,  pension  and  related  expenses .........................................................

$

1,342

Accrued  commission ....................................................................................................

Accrued  warranty  costs ...............................................................................................

Accrued  mask  and  mold  fees .....................................................................................

Payable  for  purchases  of  equipment ...........................................................................

Accrued  insurance,  welfare  expenses,  etc. .................................................................

799

507

1,469

186

1,923

6,226

$

2,855

2,534

545

3,039

2,471

2,551

13,995

The  movement  in  accrued  warranty  costs  for  the  years  ended  December  31,  2003,  2004  and  2005,  is  as  follows:

Balance  at

beginning  of

Period

period

Addition

Amounts

utilized

Balance  at

end  of  period

Year  ended  December  31,  2003 ......................

Year  ended  December  31,  2004 ......................

Year  ended  December  31,  2005 ......................

$

$

$

–

–

507

(in  thousands)

2

960

1,415

2

(453 )

(1,377 )

–

507

545

65

Note  11.  Short-Term  Debt

Short-term debt borrowed in 2005 are bank loans used to finance the payment of a special cash dividend that the Company

distributed to its shareholders of record as of November 2, 2005 and to support the working capital requirements for general

corporate  purposes.

As of December 31, 2005, short-term debt consisted of a $13,600 thousand loan, denominated in US dollars, and which has

a maturity date that has been extended to May 2, 2006. The remaining balance of short-term debt of approximately $13,674

thousand,  is  comprised  of  three  separate  loans  in  the  amounts  of  NT$250,000  thousand  ($7,596  thousand),  NT$40,000

thousand ($1,216 thousand) and NT$160,000 thousand ($4,862 thousand), all of which are denominated in New Taiwan dollars

and which have maturity dates that have been extended to March 26, 2006, March 26, 2006 and March 27, 2006, respectively.

As of December 31, 2004 and 2005, unused credit lines amounted to $37,676 thousand and $26,727 thousand, respectively.

Interest  rates  per  annum  on  short-term  debt  outstanding  as  of  December  31,  2005  ranged  from  1.70%  to  4.61%.  Cash

equivalents  in  the  form  of  time  deposits  of  $13,600  thousand  are  held  as  collateral  for  certain  short-term  debt  at  December

31,  2005.

Note  12.  Government  Grant  and  Long-Term  Debt

The Company entered into several contracts with Industrial Development Bureau of Ministry of Economic Affairs (IDB of MOEA),

Department of Industrial Technology of Ministry of Economic Affairs (DOIT of MOEA) and the Administrative Bureau of Science-

Based  Industrial  Park  (SBIP)  during  2001,  2002,  2003  and  2004  for  the  development  of  certain  new  leading  products  or

technologies.  Details  of  these  contracts  are  summarized  below:

Authority

Total  Grant

(in  thousands)

Execution  Period

Product  Description

IDB  of  MOEA

NT$  5,940  (US$171)

January  2002  to  June  2003

LCOS  development

IDB  of  MOEA

22,700  (US$654)

September  2003  to  February  2005

Mobile  phone  TFT  driver  IC

SBIP

3,800  (US$112)

October  2004  to  July  2005

Application  of  LCOS

DOIT  of  MOEA

19,500  (US$610)

December  2004  to  November  2005

Multimedia  high  definition  TV  SOC

The  LCOS  development  contract  above  was  jointly  entered  into  by  the  Company  and  Chi  Mei  Optoelectronics  Corp.  (CMO)

with IDB of MOEA, which offers a grant with maximum amount of $340 thousand, in which the Company and CMO each are

entitled  to  one  half  of  the  grant.

Government  grants  recognized  by  the  Company  as  a  reduction  of  research  and  development  expense  in  the  accompanying

consolidated  statements  of  operations  in  2003,  2004  and  2005  were  $52  thousand,  $556  thousand  and  $381  thousand,

respectively.

In 2002, IDB of MOEA provided an interest free loan of $335 thousand to the Company. The loan is to be repaid in eight equal

quarterly installments starting from July 1, 2004. Furthermore, the Company is required to pay a return fee equal to 2% of the

sales of certain developed products with a ceiling at 30% of the interest free loan within three years commencing from the sales

66

of  the  project  product.  In  2004,  a  return  fee  of  $0.45  thousand  was  accrued  and  recognized  as  a  reduction  of  sales  in  the

accompanying  consolidated  statements  of  operations.  No  return  fee  occurred  in  2005.

As  of  December  31,  2005,  all  of  the  long-term  debt  will  become  due  during  2006.

As of December 31, 2004 and 2005, time deposits pledged to bank for repayment guarantee of the above-mentioned matching

fund  amounted  to  $267  thousand  and  $361  thousand,  respectively.

Note  13.  Retirement  Plan

The Company established the Defined Benefit Plan covering full-time employees in the ROC. In accordance with the Defined

Benefit  Plan,  employees  are  eligible  for  retirement  or  are  required  to  retire  after  meeting  certain  age  or  service  requirements.

Retirement  benefits  are  based  on  years  of  service  and  the  average  salary  for  the  six-month  period  before  the  employee's

retirement.  Each  employee  earns  two  months  of  salary  for  each  of  the  first  fifteen  years  of  service,  and  one  month  of  salary

for  each  year  of  service  thereafter.  The  maximum  retirement  benefit  is  45  months  of  salary.  Retirement  benefits  are  paid  to

eligible  participants  on  a  lump-sum  basis  upon  retirement.

Defined Benefit Plan assets consist entirely of a Pension Fund (the “Fund”) denominated solely in cash, as mandated by ROC

Labor Standard Law. The Company contributes an amount equal to 2% of wages and salaries paid every month to the Fund

(required by law). The Fund is administered by a pension fund monitoring committee (the “Committee”) and is deposited in the

Committee’s  name  in  the  Central  Trust  of  China.

Beginning July 1, 2005, pursuant to the newly effective ROC Labor Pension Act, the Company is required to make a monthly

contribution  for  full-time  employees  in  the  ROC  that  elected  to  participate  in  the  Defined  Contribution  Plan  at  a  rate  no  less

than  6%  of  the  employee’s  monthly  wages  to  the  employees’  individual  pension  fund  accounts  at  the  ROC  Bureau  of  Labor

Insurance.  Expense  recognized  in  2005,  based  on  the  contribution  called  for  was  $356  thousand.

Substantially all participants in the Defined Benefit Plan had elected to participate in the Defined Contribution Plan. The transfer

of  participants  to  the  Defined  Contribution  Plan  did  not  have  a  material  effect  on  the  Company’s  financial  position  or  results

of operations. Participants’ accumulated benefits under the Defined Benefit Plan were not impacted by their election to change

plans  and  their  seniority  remains  regulated  by  the  ROC  Labor  Standard  Law,  such  as  the  retirement  criteria  and  the  amount

payable. The Company is required to make contributions to the Defined Benefit Plan until it is fully funded. Pursuant to relevant

regulatory requirements, the Company expects to make a cash contribution of $189 thousand to its pension fund maintained

with the Central Trust of China and $733 thousand to the employees’ individual pension fund accounts at the ROC Bureau of

Labor  Insurance  in  2006.

67

The  Company  uses  a  measurement  date  of  December  31,  for  the  Defined  Benefit  Plan.  The  changes  in  projected  benefit

obligation,  plan  assets  and  details  of  the  funded  status  of  the  Plan  are  as  follows:

December  31,

2004

2005

(in  thousands)

Change  in  projected  benefit  obligation:

Benefit  obligation  at  beginning  of  year ....................................................................

Service  cost ..............................................................................................................

Interest  cost ..............................................................................................................

Actuarial  loss .............................................................................................................

Benefit  obligation  at  end  of  year .............................................................................

Change  in  plan  assets

Fair  value  at  beginning  of  year ................................................................................

Actual  return  on  plan  assets ....................................................................................

Employer  contribution ...............................................................................................

Fair  value  at  end  of  year ..........................................................................................

Funded  status ...............................................................................................................

Unrecognized  net  actuarial  loss ...................................................................................

Accrued  pension  liabilities ............................................................................................

$

$

$

$

$

$

208

170

6

30

414

103

2

110

215

(199 )

170

(29 )

414

150

13

45

622

215

4

195

414

(208 )

206

(2 )

The accumulated benefit obligation for the Defined Benefit Plan was $168 thousand and $288 thousand at December 31, 2004

and  2005,  respectively.

As  of  December  31,  2004  and  2005,  no  employee  was  eligible  for  retirement  or  was  required  to  retire.

For  the  years  ended  December  31,  2003,  2004  and  2005,  the  net  periodic  pension  cost  consisted  of  the  following:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Service  cost ..................................................................................................

$

Interest  cost ..................................................................................................

Expected  return  on  plan  assets ..................................................................

Net  amortization  and  deferral ......................................................................

Net  periodic  pension  cost ............................................................................

$

40

2

(2 )

–

40

170

5

(3 )

6

178

150

13

(6 )

6

163

The  weighted-average  assumptions  used  in  computing  the  benefit  obligation  are  as  follows:

Discount  rate .............................................................

Rate  of  increase  in  compensation  levels ..................

2003

2.50%

4.00%

Year  Ended  December  31,

2004

2005

Himax

Taiwan

3.00%

4.00%

Himax

Display

Himax

Himax

Display

&  Amazion

  Taiwan

&  Amazion

3.00%

1.00%

3.50%

4.00%

3.50%

3.00%

68

For the years ended December 31, 2003, 2004 and 2005, the weighted average assumptions used in computing net periodic

benefit  cost  are  as  follows:

Year  Ended  December  31,

2004

2005

Himax

Himax

Display

Himax

Himax

Display

2003

Taiwan

&  Amazion

  Taiwan

&  Amazion

Discount  rate ....................................................................

4.00%

Rate  of  increase  in  compensation  levels .........................

3.00%

Expected  long-term  rate  of  return  on  pension  assets ...

4.00%

2.50%

4.00%

2.50%

3.00%

1.00%

3.00%

3.50%

4.00%

3.50%

3.50%

3.00%

3.50%

The Company determines the expected long-term rate of return on plan assets based on the yields of twenty year ROC central

government  bonds  and  the  historical  long-term  rate  of  return  on  the  above  mentioned  Fund  mandated  by  the  ROC  Labor

Standard  Law.

Benefits  payments  to  be  paid  during  the  next  ten  years  are  estimated  as  follows:

2006 ................................................................................................................................................

$

2007 ................................................................................................................................................

2008 ................................................................................................................................................

2009 ................................................................................................................................................

2010 ................................................................................................................................................

2011  -  2015 ...................................................................................................................................

Amount

(in  thousands)

–

–

–

–

–

63

Note  14.  Share-Based  Compensation

The amount of share-based compensation expenses included in applicable costs of sales and expense categories is summarized

as  follows:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Cost  of  revenues ..........................................................................................

$

827

Research  and  development .........................................................................

General  and  administrative ...........................................................................

Sales  and  marketing .....................................................................................

11,666

2,124

1,349

$

15,966

291

4,288

721

537

5,837

188

6,336

848

1,241

8,613

(a) Employee  stock  bonuses

Through  December  31,  2003,  employees  were  entitled  to  bonuses  in  cash,  shares,  or  a  combination  of  both,  based  on

annual  distributable  earnings  defined  in  Himax  Taiwan’s  articles  of  incorporation,  subject  to  certain  annual  limits.  Sales  of

69

these  shares  are  subject  to  restrictions.  Employees  were  permitted  to  sell  50%,  25%  and  25%  of  their  bonus  shares

immediately, after a one year and after a two year period, respectively. If an employee leaves Himax Taiwan within one year

after the share issuance date, the employee is not permitted to sell the remaining 50% of the shares until two years after

the date of grant. If the employee violates specific provisions stipulated in the employment contract, the shares are forfeited.

Employee bonuses are accrued and recognized as compensation expense in the period services are provided. Bonuses are

determined  based  on  ROC  generally  accepted  accounting  principles  (“ROC  GAAP”)  financial  results  and  are  subject  to

shareholder  approval.  The  difference  between  estimated  bonuses  and  actual  amounts  paid,  either  in  cash  or  through

common  shares  issuance,  is  charged  to  earnings  upon  shareholder  approval  such  bonuses.  Amounts  charged  for  share

issuances are based upon the estimated fair value of such shares at the date of shareholder approval. The shares through

December 31, 2003 have been valued retrospectively since no valuation was performed when the shares were granted and

Himax Taiwan’s shares were not publicly traded. Management was primarily responsible for estimating the fair value of Himax

Taiwan’s shares. When estimating fair value, management considered a number of factors, including in some cases retrospective

valuations  from  the  independent  third-party  valuer.

The  share  valuation  methodologies  included  the  net  asset  approach  and  the  market  comparable  approach  using  four

multiples: average price/earnings; enterprise value/sales; enterprise value/earnings before interest and tax; enterprise value/

earnings  before  interest,  tax,  depreciation  and  amortization.

The estimated fair value per share of employee stock bonuses on the date of shareholder approval was determined to be

NT$39.44 (US$1.145) and NT$67.13 (US$1.955) in 2003 and 2004, respectively. These employee bonus shares were issued

in  relation  to  employee  services  provided  in  2001,  2002  and  2003,  respectively.

On June 27, 2003 and June 30, 2004, Himax Taiwan’s shareholders approved the issuance of 3,490,121 shares and 7,584,065

shares,  respectively,  as  employee  bonuses.

The  allocation  of  compensation  expenses  from  the  employee  stock  bonuses  is  summarized  as  follows:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Cost  of  revenues .....................................................................................

$

787

Research  and  development ....................................................................

General  and  administrative ......................................................................

Sales  and  marketing ...............................................................................

10,905

1,933

1,205

$

14,830

–

–

–

–

–

–

–

–

–

–

(b) Employee  Annual  Bonus  Plan

In June 2005, Himax Taiwan discontinued the above-mentioned employee stock bonus program with effect from December

31, 2004. Due to a history of paying bonus based on annual operating results, the Company’s employees have developed

an expectation of receiving a bonus of some form. In order to meet such expectation and to retain and motivate employees,

70

management communicated to all employees that they would receive a competitive bonus for services rendered beginning

in 2004 and up to the effectiveness of a long-term incentive plan which was expected to be adopted after the completion

of  the  share  exchange  referred  to  in  Note  1  and  approval  of  the  Company’s  shareholders.

Based  on  a  compensation  package  analysis  with  the  Company’s  primary  domestic  competitors,  an  annual  bonus  on  top

of the cash compensation was accrued. The revised bonus plan allows the bonus to be paid in cash or shares. If a cash

payment is not made, the shares given will have the same value as the cash award. Employee compensation expense of

$4,141  thousand  was  accrued  in  2004  relating  to  such  bonus  plan.

In  order  to  settle  the  above  mentioned  accrued  bonus  payable,  on  December  27,  2005,  pursuant  to  the  authorization  of

the  Company’s  shareholders  and  the  delegation  by  the  Company's  board  of  directors,  the  Company’s  compensation

committee approved a grant of 990,220 RSUs to employees for their service provided in 2004 and the ten months ended

October  31,  2005.  All  RSUs  granted  to  employees  as  a  bonus  vested  immediately  on  the  grant  date.

The  amount  of  compensation  expense  from  the  annual  bonus  plan  was  determined  based  on  the  estimated  fair  value  of

the  ordinary  shares  underlying  the  RSUs  granted  on  the  date  of  grant,  which  was  $8.62  per  share.

The  allocation  of  compensation  expenses  from  the  annual  bonus  plan  is  summarized  as  follows:

Cost  of  revenues .....................................................................................

$

Research  and  development ....................................................................

General  and  administrative ......................................................................

Sales  and  marketing ...............................................................................

$

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

–

–

–

–

–

220

3,045

540

336

4,141

98

3,215

454

628

4,395

(c) Long-Term  Incentive  Plan

On  October  25,  2005,  the  Company’s  shareholders  approved  a  long-term  incentive  plan.  The  plan  permits  the  grants  of

options  or  RSUs  to  the  Company’s  employees,  directors  and  service  providers  where  each  unit  of  RSU  represents  one

ordinary  share  of  the  Company.

On  December  27,  2005,  the  Company’s  compensation  committee  made  grants  of  1,297,564  RSUs  and  20,000  RSUs  to

its  employees  and  independent  directors,  respectively.  The  vesting  schedule  for  the  RSUs  granted  to  employees  is  as

follows: 25% of the RSU grant vested immediately on the grant date, and a subsequent 25% will vest on each of September

30, 2006, 2007 and 2008, subject to certain forfeiture events. The vesting schedule for the RSUs granted to independent

directors  is  as  follows:  25%  of  the  RSU  grant  vested  immediately  on  the  grant  date,  and  a  subsequent  25%  will  vest  on

each  of  June  30,  2006,  2007  and  2008,  subject  to  certain  forfeiture  events.

The amount of compensation expense from the long-term incentive plan was determined based on the estimated fair value

of  the  ordinary  shares  underlying  the  RSUs  granted  on  the  date  of  grant,  which  was  $8.62  per  share.

71

Management  is  primarily  responsible  for  estimating  the  fair  value  of  the  Company’s  ordinary  shares  underlying  the  RSUs

granted  on  December  30,  2005.  When  estimating  fair  value,  management  considers  a  number  of  factors,  including

contemporaneous valuations from an independent third-party appraiser. The share valuation methodologies used include the

discounted  cash  flow  approach  and  the  market  value  approach  where  a  different  weight  to  each  of  the  approaches  is

assigned to estimate the value of the Company when the RSUs were granted. The discounted cash flow approach involves

applying  appropriate  discount  rates  to  estimated  cash  flows  that  are  based  on  earnings  forecasts.  The  market  value

approach  incorporates  certain  assumptions  including  the  market  performance  of  comparable  companies  as  well  as  the

Company’s  financial  results  and  business  plan.  These  assumptions  include:  no  material  changes  in  the  existing  political,

legal, fiscal and economic conditions in Taiwan; the Company’s ability to retain competent management, key personnel and

technical  staff  to  support  its  ongoing  operations;  and  no  material  deviation  in  industry  trends  and  market  conditions  from

economic  forecasts.

RSUs  activity  under  the  long-term  incentive  plan  during  the  periods  indicated  is  as  follows:

Number  of

Underlying

Weighted

Average  Grant

Shares  for  RSUs

Date  Fair  Value

Balance  at  January  1,  2005 ...................................................................

–

$

Granted ...............................................................................................

1,317,564

Vested .................................................................................................

(329,395 )

Forfeited ..............................................................................................

–

Balance  at  December  31,  2005 .............................................................

988,169

–

8.62

8.62

–

8.62

As  of  December  31,  2005,  the  total  compensation  cost  related  to  the  unvested  RSUs  not  yet  recognized  was  $7,510

thousand.  The  weighted-average  period  over  which  it  is  expected  to  be  recognized  is  1.75  years.

The allocation of compensation expenses from the RSUs granted to employees and independent directors is summarized

as  follows:

Cost  of  revenues .....................................................................................

$

Research  and  development ....................................................................

General  and  administrative ......................................................................

Sales  and  marketing ...............................................................................

$

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

–

–

–

–

–

–

–

–

–

–

62

2,080

262

436

2,840

(d) Nonvested  Shares  Issued  to  Employees

In  June  2001,  November  2001  and  January  2002,  Himax  Taiwan  granted  nonvested  shares  of  common  stock  to  certain

employees for their future service. The shares will vest five years after the grant date. If employees leave Himax Taiwan before

completing the five year service period, they must sell these shares back to Himax Taiwan at NT$1.00 (US$0.03) per share.

72

Because the shares had not vested, the capital increase recorded when the shares were issued was fully offset by an equal

amount of deferred compensation expense. Compensation expense is recognized on a straight-line basis over the five-year

service period with a corresponding reduction of deferred compensation expense, resulting in a net increase in equity. The

Company  recognized  compensation  expenses  of  $130  thousand,  $130  thousand  and  $92  thousand  in  2003,  2004  and

2005, respectively. Such compensation expense was recorded as research and development expenses in the accompanying

consolidated  statements  of  operations  since  the  employees  who  received  such  nonvested  shares  were  assigned  to  the

research and development department. The fair value of shares on grant date was estimated based on the then most recent

price  of  new  shares  issued  to  unrelated  third  parties,  which  was  NT$4.02  (US$0.116)  per  share.

Nonvested  share  activity  during  the  periods  indicated  is  as  follows:

Weighted

Average  Grant

  Number  of  Shares

Date  Fair  Value

Balance  at  January  1,  2003 .............................................................

3,750,502

$

Granted .........................................................................................

Forfeited ........................................................................................

Balance  at  December  31,  2003 .......................................................

Granted .........................................................................................

Forfeited ........................................................................................

Balance  at  December  31,  2004 .......................................................

Granted .........................................................................................

Forfeited ........................................................................................

–

(69,638 )

3,680,864

–

(484,979 )

3,195,885

–

(2,487)

Balance  at  December  31,  2005 .......................................................

3,193,398

0.116

–

0.116

0.116

–

0.116

0.116

–

0.116

0.116

The  forfeiture  of  nonvested  shares  issued  to  employees  is  based  on  the  original  number  of  shares  granted,  not  including

the  shares  issued  pursuant  to  subsequent  stock  splits  or  dividends.

As of December 31, 2005, the total compensation cost related to nonvested shares not yet recognized was $68 thousand,

which  is  expected  to  be  recognized  in  2006.

In September 2005, Amazion Electronics Inc. (a consolidated subsidiary) granted nonvested shares of its common stock to

certain employees for their future service. The shares will vest four years after the grant date. If employees leave Amazion

Electronics Inc. before completing the four year service period, they must sell these shares back to Amazion Electronics Inc.

at  NT$1.00  (US$0.03)  per  share.  The  Company  recognized  compensation  expenses  of  $33  thousand  in  2005.  Such

compensation expense was recorded as research and development expenses in the accompanying consolidated statements

of operations with a corresponding increase to minority interest in the accompanying consolidated balance sheets. The fair

value of shares on grant date was estimated based on the then most recent price of new shares issued to unrelated third

parties,  which  was  NT$10  (US$0.3190)  per  share.

73

Nonvested  share  activity  of  this  award  during  the  period  indicated  is  as  follows:

Weighted

Average  Grant

  Number  of  Shares

Date  Fair  Value

Balance  at  January  1,  2005 .............................................................

Granted .........................................................................................

Forfeited ........................................................................................

Balance  at  December  31,  2005 .......................................................

–

1,250,000

(445,000 )

805,000

–

0.3190

0.3190

0.3190

As of December 31, 2005, the total compensation cost related to this award not yet recognized was $253 thousand. The

weighted-average  period  over  which  it  is  expected  to  be  recognized  is  3.54  years.

(e) Treasury  Stock  Issued  to  Employees

In 2002 and 2003, treasury shares were issued to employees with a three year vesting period. The excess of the fair value

of these common shares over any amount that an employee paid for treasury stock is recorded as deferred compensation

expense which is reflected as an offset to equity upon issuance of the treasury shares. Deferred compensation expense is

amortized to compensation expense on a straight-line basis over the three-year service period with a corresponding increase

to  equity.

Management  is  primarily  responsible  for  estimating  the  fair  value  of  its  share.  When  estimating  fair  value,  management

considered  a  number  of  factors,  including  retrospective  valuations  from  an  independent  third-party  valuer.  The  estimated

grant date fair value per share in 2002 and 2003 range from NT$15.32 (US$0.459) to NT$19.93 (US$0.577) and NT$20.17

(US$0.583)  to  NT$52.10  (US$1.538),  respectively.

Treasury  stock  activity  during  the  periods  indicated  is  as  follows:

Weighted  Average

  of  Excess  of  Grant

Date  Fair  Value  over

  Number  of  Shares

Employee  Payment

Balance  at  January  1,  2003 .............................................................

Granted .........................................................................................

Forfeited ........................................................................................

2,928,076

5,546,872

–

Balance  at  December  31,  2003 .......................................................

8,474,948

Granted .........................................................................................

Forfeited ........................................................................................

Balance  at  December  31,  2004 .......................................................

Granted .........................................................................................

Forfeited ........................................................................................

Vested ...........................................................................................

Balance  at  December  31,  2005 .......................................................

–

(1,289,280 )

7,185,668

–

–

(2,706,593 )

4,479,075

0.356

0.740

–

0.607

–

0.662

0.597

–

–

0.356

0.743

74

The forfeiture of treasury stock issued to employees is based on the original number of shares granted, not including the

shares  issued  pursuant  to  subsequent  stock  splits  or  dividends.

As of December 31, 2005, the total compensation cost related to treasury stock not yet recognized was $548 thousand,

which  is  expected  to  be  recognized  in  2006.

The  allocation  of  compensation  expenses  from  the  treasury  stock  issued  to  employees  is  summarized  as  follows:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Cost  of  revenues .....................................................................................

$

Research  and  development ....................................................................

General  and  administrative ......................................................................

Sales  and  marketing ...............................................................................

40

631

191

144

$

1,006

71

1,113

181

201

1,566

28

916

132

177

1,253

Note  15.  Stockholders’  Equity

(a) Share  capital

On  April  26,  2005,  Himax  Technologies,  Inc.  was  incorporated  with  an  authorized  share  capital  of  $50,000  divided  into

500,000,000  ordinary  shares  with  par  value  of  US$0.0001  per  share.  The  issued  share  capital  is  US$0.0001  divided  into

one  ordinary  share  credited  as  fully  paid.

On  October  14,  2005,  the  shareholders  of  Himax  Taiwan  exchanged  an  aggregated  of  180,769,264  common  shares  of

Himax Taiwan for an aggregate of 180,769,264 ordinary shares of Himax Technologies, Inc. Accordingly, as of October 14,

2005, Himax Technologies, Inc. has an authorized share capital of 500,000,000 ordinary shares with par value of US$0.0001

per share, and 180,769,265 ordinary shares issued and outstanding. There was no change in the amount of total stockholders’

equity  as  a  result  of  this  transaction.

(b) Earnings  distribution

As a holding company, and prior to the proposed overseas listing, the only asset of the Company is the 100% ownership

interest  in  Himax  Taiwan.  Dividends  received  from  the  Company’s  subsidiaries  in  Taiwan,  if  any,  will  be  subjected  to

withholding tax under ROC law. The ability of the Company’s subsidiaries to pay dividends, repay intercompany loans from

the Company or make other distributions to the Company may be restricted by the availability of funds, the terms of various

credit  arrangements  entered  into  by  the  Company’s  subsidiaries,  as  well  as  statutory  and  other  legal  restrictions.  The

Company’s subsidiaries in Taiwan are generally not permitted to distribute dividends or to make any other distributions to

shareholders for any year in which it did not have either earnings or retained earnings (excluding reserve). In addition, before

distributing a dividend to shareholders following the end of a fiscal year, a Taiwan company must recover any past losses,

pay  all  outstanding  taxes  and  set  aside  10%  of  its  annual  net  income  (less  prior  years’  losses  and  outstanding  taxes)  as

a  legal  reserve  until  the  accumulated  legal  reserve  equals  its  paid-in  capital,  and  may  set  aside  a  special  reserve.

75

Pursuant to the approval of the board of directors on October 25, 2005, the Company distributed a special cash dividend

to its shareholders of record as of November 2, 2005 in the amount of $13,558 thousand or the equivalent of $0.075 per

outstanding  share  as  of  that  date.  This  dividend  was  paid  to  the  Company’s  shareholders  in  respect  of  the  Company’s

performance before 2006. The Company decided to pay the dividend in cash instead of shares because its ordinary shares

at  the  time  of  the  dividend  payment  were  not  listed  on  any  stock  exchange  and  therefore  had  limited  liquidity.

(c) Treasury  stock

The  Company  accounts  for  treasury  stock  acquisitions  using  the  cost  method.

In accordance with a board of directors’ resolution on April 22, 2002, Himax Taiwan repurchased 2,628,540 shares of its

outstanding common stock in 2003. The purchase price per share range from NT$6.50 (US$0.187) to NT$9.84 (US$0.291)

in  2003.

Note  16.  Income  Taxes

Substantially  all  of  the  Company’s  pre-tax  income  is  derived  from  the  operations  in  the  ROC  and  substantially  all  of  the

Company's  income  tax  expense  (benefit)  is  incurred  in  the  ROC.

An  additional  10%  corporate  income  tax  will  be  assessed  on  undistributed  income  for  the  consolidated  entities  in  the  ROC,

but  only  to  the  extent  such  income  is  not  distributed  before  the  end  of  the  following  year.  As  a  result,  the  undistributed  and

distributed  income  is  subjected  to  a  corporate  tax  rate  of  32.5%  and  25%,  respectively.  The  Company  initially  measures  its

income tax expense, including the tax effects of temporary differences, using the undistributed rate in the period the income

is  earned,  and  the  reduction  in  the  tax  liability  is  recognized  in  the  period  the  distribution  to  shareholders  is  finalized.

In accordance with the ROC Statute for Upgrading Industries, the Company’s 2003 capital increase related to the manufacturing

of newly designed TFT-LCD driver was approved by the government authorities as a newly emerging, important and strategic

industry. The incremental income derived from selling the above new product is tax exempt for a period of five years, effective

on April 1, 2004 and expiring on March 31, 2009. The aggregate per share effect of such income tax exemption for the years

ended  December  31,  2004  and  2005,  is  a  $0.04  and  $0.05  increase  to  earnings  per  share,  respectively.

The  components  of  income  tax  expense  (benefit)  are  summarized  as  follows:

Current  income  tax  expense ........................................................................

Deferred  income  tax  benefit .........................................................................

Year  Ended  December  31,

2003

2004

2005

$

$

3,380

(37 )

3,343

(in  thousands)

3,215

(4,986 )

(1,771 )

12,294

(3,371 )

8,923

76

The differences between expected income tax expense, computed based on the statutory undistributed income tax rate of

32.5%, and the actual income tax expense (benefit) as reported in the accompanying consolidated statements of operations

for  the  years  ended  December  31,  2003,  2004  and  2005  are  summarized  as  follows:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Expected  income  tax  expense .....................................................................

$

Tax-exempted  income ..................................................................................

Nontaxable  gains  on  sale  of  marketable  securities ....................................

Increase  of  investment  tax  credits ...............................................................

Increase  in  valuation  allowance ...................................................................

Non  deductible  share-based  compensation  expenses ...............................

Tax  benefit  resulting  from  distribution  of  prior  year’s  income ....................

Foreign  tax  rate  differential ...........................................................................

Others ...........................................................................................................

898

–

(40 )

(2,278 )

11

5,189

(380 )

10

(67 )

11,115

(6,328)

(130 )

(7,586)

882

1,897

(1,650)

41

(12 )

Actual  income  tax  expense  (benefit)

$

3,343

(1,771)

22,834

(9,189 )

(38 )

(10,647 )

2,421

2,799

–

83

660

8,923

As  of  December  31,  2004  and  2005,  the  components  of  deferred  income  tax  assets  (liabilities)  were  as  follows:

December  31,

2004

2005

(in  thousands)

Deferred  tax  assets:

Inventory .................................................................................................................

$

Unrealized  foreign  exchange  loss ..........................................................................

Capitalized  expense  for  tax  purposes ...................................................................

Accrued  compensated  absences ..........................................................................

Allowance  for  sales  return,  discounts  and  warranty ............................................

Accrued  commission ..............................................................................................

Unused  investment  tax  credits ..............................................................................

Unused  loss  carry-forward .....................................................................................

Investments  in  non-marketable  securities .............................................................

Other .......................................................................................................................

Total  gross  deferred  tax  assets .......................................................................

Less:  valuation  allowance .............................................................................................

Net  deferred  tax  assets ...................................................................................

Deferred  tax  liabilities:

Unearned  government  grants ................................................................................

Unrealized  foreign  exchange  gain ..........................................................................

Foreign  currency  translation  adjustments ..............................................................

Prepaid  pension  cost .............................................................................................

Total  gross  deferred  tax  liabilities ....................................................................

440

444

188

19

243

210

4,662

404

–

59

6,669

(893)

5,776

28

–

–

–

28

Net  deferred  tax  assets ...................................................................................

$

5,748

643

30

145

37

236

–

9,407

1,851

42

51

12,442

(3,314)

9,128

–

5

3

4

12

$9,116

77

The valuation allowance for deferred tax assets as of January 1, 2003, 2004 and 2005 was $0 thousand, $11 thousand and

$893  thousand,  respectively.  The  net  change  in  the  valuation  allowance  for  the  years  ended  December  31,  2003,  2004  and

2005,  was  an  increase  of  $11  thousand,  $882  thousand  and  $2,421  thousand,  respectively.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion

or  all  of  the  deferred  tax  assets  will  not  be  realized.  The  ultimate  realization  of  deferred  tax  assets  is  dependent  upon  the

generation of future taxable income during the periods in which those temporary differences become deductible and tax loss

carryforwards utilizable. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income,

and  tax  planning  strategies  in  making  this  assessment.

Since Himax Taiwan’s subsidiaries have generated tax losses since inception and are not included in the consolidated tax filing

with  Himax  Taiwan,  a  valuation  allowance  of  $893  thousand  and  $3,314  thousand  as  of  December  31,  2004  and  2005,

respectively, was provided to reduce their deferred tax assets (consisting primarily of operating loss carryforwards and unused

investment tax credits) to zero because management believes it is unlikely these tax benefits will be realized. The total tax loss

carryforwards  for  these  subsidiaries  at  December  31,  2005  was  $5,747  thousand,  which  will  expire  if  unused  by  2010.  The

remaining investment tax credit for these subsidiaries at December 31, 2005 was $1,459 thousand, which will expire if unused

by  2009.

According  to  the  Statute  for  Upgrading  Industries,  the  purchase  of  machinery  for  the  automation  of  production,  expenditure

for  research  and  development  and  training  of  professional  personnel  entitles  the  Company  to  tax  credits.  This  credit  may  be

applied  over  a  period  of  five  years.  The  amount  of  the  credit  that  may  be  applied  in  any  year  except  the  final  year  is  limited

to 50% of the income tax payable for that year. There is no limitation on the amount of investment tax credit that may be applied

up  to  the  amount  of  the  tax  actually  payable  in  the  final  year.

As of December 31, 2005, all of the Company’s remaining investment tax credits of NT$309,572 thousand (US$9,407 thousand),

which  will  expire  if  unused  by  2009.

Himax  Taiwan’s  income  tax  returns  have  been  examined  and  assessed  by  the  ROC  tax  authorities  through  2002.

Pursuant to the Statute of Income Basic Tax Amount (the “IBTA Statute”) announced in late 2005, an alternative minimum tax

system will be effective commencing January 1, 2006 in Taiwan. When a taxpayer’s income tax amount is less than the basic

tax  amount  (“BTA”),  a  taxpayer  will  be  required  to  pay  the  regular  income  tax  and  the  difference  between  the  BTA  and  the

regular  income  tax  amount.  For  enterprises,  BTA  is  determined  using  regular  taxable  income  plus  specific  add-back  items

applied with a tax rate ranging from 10% to 12%. The add-back items include exempt gain from nonpublicly traded security

transactions  and  exempt  income  under  tax  holidays.  Currently,  the  tax  rate  set  by  the  tax  authority  is  10%.  As  there  are

grandfathered treatments for the tax holidays approved by the tax authorities before the IBTA Statute took effect, the Company

believes  that  the  IBTA  Statute  will  not  have  a  significant  impact  on  the  Company.

78

Note  17.  Derivative  Financial  Instruments

The  Company  operates  in  Taiwan  and  internationally,  giving  rise  to  exposure  to  changes  in  foreign  currency  exchange  rates.

The  Company  enters  into  foreign  currency  forward  contracts  to  reduce  such  exposure.  None  of  the  Company’s  existing

derivatives  qualify  for  hedge  accounting  pursuant  to  SFAS  No.  133,  Accounting  for  Derivative  Instruments  and  Hedging

Activities. Accordingly, the derivative instruments are recorded at fair value on the consolidated balance sheets with the change

in  fair  value  being  reflected  immediately  in  earnings  in  the  consolidated  statements  of  operations.

The table below shows the fair value and notional principal of the Company’s derivative financial instruments as of December

31, 2004 and 2005. The estimated fair value of the derivative instruments is recorded in other current assets on the accompanying

consolidated  balance  sheet  as  of  December  31,  2004  and  2005.  The  fair  value  of  the  derivative  financial  instruments  as  of

December 31, 2004 and 2005 is estimated based on quoted market prices from brokers or banks. Although the following table

reflects the notional principal and fair value of amounts of derivative financial instruments, it does not reflect the gains or losses

associated with the exposures and transactions that these financial instruments are intended to hedge. The amounts ultimately

realized  upon  settlement  of  these  financial  instruments,  together  with  the  gains  and  losses  on  the  underlying  exposures  will

depend  on  actual  market  conditions  during  the  remaining  life  of  the  instruments.

As  of  December  31,  2004  and  2005,  the  details  of  foreign  currency  exchanges  contracts  outstanding  are  summarized  as

follows:

December  31,  2004

BUY

SELL

Contract  amount

Fair  Value

Settlement  date

Maturity  amount

(in  thousands)

(in  thousands)

NTD

JPY

USD

USD

$ 15,000

$ 12,000

$ 270

$ 178

January  12,  2005  -  February  22,  2005

NT$

485,007

January  24,  2005  -  February  23,  2005

JPY 1,247,660

BUY

SELL

Contract  amount

Fair  Value

Settlement  date

December  31,  2004

(in  thousands)

NTD

JPY

USD

USD

$ 12,000

$ 10,000

$ 213

$

37

January  25,  2006

January  25,  2006  -  February  22,  2006

JPY 1,177,925

Maturity  amount

(in  thousands)

NT$

400,348

As of December 31, 2003, 2004 and 2005, unrealized gains included in earnings related to the above foreign currency forward

contracts  were  $27  thousand,  $448  thousand  and  $250  thousand,  respectively.  The  realized  gains  resulting  from  foreign

currency  forward  contracts  were  $56  thousand,  $677  thousand  and  $108  thousand  in  2003,  2004  and  2005,  respectively.

Note  18.  Fair  Value  of  Financial  Instruments

The  fair  values  of  cash,  cash  equivalents,  accounts  receivable,  short-term  debt  accounts  payable  and  accrued  liabilities

approximate their carrying values due to their relatively short maturities. Marketable securities consisting of open-ended bond

funds are reported at fair value based on quoted market prices at the reporting date. Marketable securities consisting of time

deposits with original maturities more than three months is determined using the discounted present value of expected cash

flows. Derivative financial instruments are also reported at fair value based on quoted market prices from brokers or banks. The

79

fair value of investments in non-marketable securities has not been estimated as there are no identified events or changes in

circumstances  that  may  have  significant  adverse  effects  on  the  carrying  value  of  these  investments,  and  it  is  not  practicable

to  estimate  their  fair  values.  The  fair  value  of  the  Company’s  long-term  debt  is  $85  thousand  at  December  31,  2004,  and  is

estimated  by  discounting  the  future  cash  flows  of  each  instrument  at  rates  currently  offered  to  the  Company  for  similar  debt

instruments  of  comparable  maturities  by  the  Company's  bankers.

Note  19.  Significant  Concentrations

Financial  instruments  that  currently  subject  the  Company  to  concentrations  of  credit  risk  consist  primarily  of  cash,  cash

equivalents,  marketable  securities,  accounts  receivable  and  derivative  financial  instruments.  The  Company  places  its  cash

primarily in checking and saving accounts with reputable financial institutions. The Company has not experienced any material

losses  on  deposits  of  the  Company’s  cash  and  cash  equivalents.  Marketable  securities  consist  of  time  deposits  with  original

maturities of greater than three months and investments in an open-ended bond fund identified to fund current operations. All

marketable securities are classified as available-for-sale. The Company enters into foreign currency forward contracts to reduce

exposure to changes in foreign currency exchanges rates. The Company entered into such contracts with major international

foreign  banks  or  reputable  local  banks.  The  likelihood  of  default  on  the  part  of  the  banks  is  considered  remote.

The  Company  derived  substantially  all  of  its  revenues  from  sales  of  display  drivers  that  are  incorporated  into  TFT-LCD

panels.  The  TFT-LCD  industry  is  intensely  competitive  and  is  vulnerable  to  cyclical  market  conditions  and  subject  to  price

fluctuations. The Company expects to be substantially dependent on sales to the TFT-LCD industry for the foreseeable future.

The Company depends on two customers for a substantial majority of its revenues and the loss of, or a significant reduction

in  orders  from,  either  of  them  would  significantly  reduce  the  Company’s  revenues  and  adversely  impact  the  Company’s

operating results. The largest customer (CMO and its affiliates), a related party, accounted for approximately 78.0%, 63.2% and

58.9%, respectively, of the Company’s revenues in 2003, 2004 and 2005. The second largest (Chunghwa Picture Tubes and

its  affiliates)  accounted  for  5.7%,  19.5%  and  16.2%,  respectively.  Each  of  these  two  customers  also  represented  more  than

10%  of  the  Company’s  accounts  receivable  balance  at  December  31,  2004  and  2005.  CMO  and  its  affiliates  accounted  for

approximately 58.3% and 45.5% of the Company’s accounts receivable balance at December 31, 2004 and 2005, respectively.

Chunghwa  Picture  Tubes  and  its  affiliates  accounted  for  23.0%  and  27.6%,  respectively.  As  a  result,  a  default  by  any  such

customer, or a prolonged delay in the payment of accounts receivable, would adversely affect the Company’s cash flow, liquidity

and operating results. The Company performs ongoing credit evaluations of each customer and adjusts credit limits based upon

payment  history  and  the  customer’s  credit  worthiness,  as  determined  by  the  review  of  their  current  credit  information.  The

Company regularly monitors collections and payments from customers and has not provided any valuation allowance because

it  believes  all  accounts  receivable  are  collectible  and  has  never  had  historical  bad  debt  expense.  See  Notes  20  and  22  for

additional  information.

The Company focuses on design, development and marketing of its products and outsources all its semiconductor fabrication,

assembly  and  test.  The  Company  primarily  depends  on  two  foundries  to  manufacture  its  wafer,  and  any  failure  to  obtain

sufficient  foundry  capacity  or  loss  of  any  of  the  foundries  it  uses  could  significantly  delay  the  Company’s  ability  to  ship  its

products, cause the Company to lose revenues and damage the Company's customer relationships. The Company is currently

seeking  to  identify  and  secure  additional  foundry  capacity  in  order  to  diversify  the  Company's  foundry  sources.

80

There  are  a  limited  number  of  companies  which  supply  processed  tape  used  to  manufacture  the  Company’s  semiconductor

products  and  therefore,  from  time  to  time,  shortage  of  such  processed  tape  may  occur.  If  any  of  the  Company’s  suppliers

experience  difficulties  in  delivering  processed  tape  used  in  its  products,  the  Company  may  not  be  able  to  locate  alternative

sources in a timely manner. Moreover, if shortages of processed tape were to occur, the Company may incur additional costs

or be unable to ship its products to customers in a timely manner, which could harm the Company’s business and negatively

impact  its  earnings.

A  limited  number  of  third-party  assembly  and  testing  houses  assemble  and  test  substantially  all  of  the  Company’s  current

products.  As  a  result,  the  Company  does  not  directly  control  its  product  delivery  schedule,  assembly  and  testing  costs  and

quality  assurance  and  control.  If  any  of  these  assembly  and  testing  houses  experiences  capacity  constraints  or  financial

difficulties,  or  suffers  any  damage  to  its  facilities,  or  if  there  is  any  other  disruption  of  its  assembly  and  testing  capacity,  the

Company may not be able to obtain alternative assembly and testing services in a timely manner. Because the amount of time

the Company usually takes to qualify assembly and testing houses, the Company could experience significant delays in product

shipments if it is required to find alternative source. Any problems that the Company may encounter with the delivery, quality

or  cost  of  its  products  could  damage  the  Company’s  reputation  and  result  in  a  loss  of  customers  and  orders.

Note  20.  Related-Party  Transactions

(a) Name  and  relationship

Name  of  related  parties

Relationship

Chi  Mei  Optoelectronics  Corp.  (CMO)

Shareholder  represented  on  the  Company’s  Board  of

Directors; the Company’s Chairman represented on CMO’s

Board  of  Directors

International  Display  Technology  Ltd.  (IDTech)

Wholly  owned  subsidiary  of  CMO

Jemitek  Electronic  Corp.  (JEC)

The  Company’s  CEO  represented  on  JEC’s  Board  of

Directors

Chi  Mei  Corporation  (CMC)

Major  shareholder  of  CMO

NEXGEN  Mediatech  Inc.  (NEXGEN)

CMC nominated more than half of the seats on NEXGEN’s

Board  of  Directors

Chi  Mei  Communication  System,  Inc.(CMCS)

CMC nominated more than half of the seats on CMCS’s

Board  of  Directors

Chi  Lin  Technology  Co.,  Ltd.(Chi  Lin  Tech)

CMC  nominated  more  than  half  of  the  seats  on  Chi  Lin

Chi  Lin  Optronics  Corp.

Wholly  owned  subsidiary  of  Chi  Lin  Tech

NingBo  Chi  Mei  Optoelectronics  Ltd.

The  subsidiary  of  CMO

Tech’s  Board  of  Directors

(CMO-NingBo)

81

(b) Significant  transactions  with  related  parties

( i ) Revenues  and  accounts  receivable

Revenues  from  related  parties  are  summarized  as  follows:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

CMO ....................................................................................................

$

100,115

189,095

317,012

IDTech ..................................................................................................

2,678

Chi  Lin  Tech ........................................................................................

JEC ......................................................................................................

NEXGEN ..............................................................................................

CMO-NingBo .......................................................................................

–

–

–

–

775

290

599

–

–

275

2,841

1,565

370

721

$

102,793

190,759

322,784

A  breakdown  by  product  type  for  sales  to  CMO  is  summarized  as  follows:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Display  driver  for  large-size  applications ...........................................

$

98,569

188,526

315,841

Display  driver  for  consumer  electronics  applications ........................

Others ..................................................................................................

528

1,018

41

528

6

1,165

$

100,115

189,095

317,012

The  sales  prices  CMO  receives  are  comparable  to  those  offered  to  unrelated  third  parties.

The  related  accounts  receivable  resulting  from  the  above  sales  as  of  December  31,  2004  and  2005,  were  as  follows:

December  31,

2004

2005

(in  thousands)

CMO ....................................................................................................................

$

38,582

Chi  Lin  Tech ........................................................................................................

JEC ......................................................................................................................

NEXGEN ..............................................................................................................

CMO-NingBo .......................................................................................................

203

500

–

–

67,392

1,234

120

221

721

$

39,285

69,688

The credit terms granted to IDTech and Chi Lin Tech were 30 days and the credit terms granted to other related parties

were  60  days,  comparable  to  that  offered  to  unrelated  third  parties.

82

(ii) Purchases  and  accounts  payable

Purchases  from  related  parties  are  summarized  as  follows:

CMO ....................................................................................................

CMC ....................................................................................................

Chi  Lin  Tech ........................................................................................

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

$

$

26

–

–

26

176

–

–

176

703

9

31

743

The related accounts payable resulting from the above purchases as of December 31, 2004 and 2005, were as follows:

CMO ....................................................................................................................

2

–

The  terms  of  payment  to  related  parties  were  approximately  30~60  days  after  receiving,  comparable  to  that  from  third

December  31,

2004

2005

(in  thousands)

parties.

(iii) Property  transactions

In 2003, the Company entered into a construction contract for an LCOS factory with CMO. The contract price amounted

to  $1,246  thousand  and  was  recorded  as  leasehold  improvements  in  the  accompanying  consolidated  balance  sheets.

CMO offered technology management for setting the layout and guidance of the LCOS factory, and the related payment

resulting from the aforementioned transaction amounted to $321 thousand and was recorded as general and administrative

expenses in the accompanying consolidated statements of operations. As of December 31, 2003, the related payables

resulting  from  the  aforementioned  transactions  were  paid.

In 2005, the Company purchased equipment amounting to $2 thousand from Chi Lin Optronics Corp. The purchase had

been  full  paid  as  of  December  31,  2005.

(vi) Joint  development  plan:  please  see  Note  12.

( v ) Lease

The  Company  entered  into  a  lease  contract  with  CMO  for  leasing  office  space  and  equipment.  For  the  years  ended

December 31, 2003, 2004 and 2005, the related rent and utility expenses resulting from the aforementioned transactions

amounted  to  $438  thousand,  $633  thousand  and  $619  thousand,  respectively,  and  were  recorded  as  cost  of  revenue

and  operating  expenses  in  the  accompanying  consolidated  statements  of  operations.  As  of  December  31,  2004  and

2005, the related payables resulting from the aforementioned transactions amounted to $47 thousand and $55 thousand,

respectively,  and  were  recorded  as  other  accrued  expenses  in  the  accompanying  consolidated  balance  sheets.

83

(vii) Sales  agent

The Company entered into sales agent contracts with CMO and CMCS. For the years ended December 31, 2003, 2004

and  2005,  the  sales  commission  resulting  from  such  contracts  amounted  to  $20  thousand,  $48  thousand  and  $49

thousand, respectively. The sales commission expenses were recorded as a deduction from revenue in the accompanying

consolidated  statements  of  operations.

(viii) Others

In  2003,  the  Company  purchased  $57  thousand  of  supplies  from  CMO,  which  were  charged  to  cost  of  revenue  and

operating  expense.  This  purchase  had  been  fully  paid  as  of  December  31,  2003.

In  2004  and  2005,  the  Company  purchased  consumable  and  miscellaneous  amounting  to  $121  thousand  and  $78

thousand, respectively, from CMO, CMC, Chi Lin Tech and NEXGEN, which were charged to operating expense. As of

December  31,  2005,  the  related  payables  resulting  from  the  aforementioned  transactions  were  $19  thousand.

In 2004 and 2005, Chi Lin Tech provided IC bonding service on prototype panels for the Company’s research activities

for a fee of $12 thousand and $43 thousand, respectively, which was charged to research and development expense.

As of December 31, 2005, the related process fee resulting from the aforementioned transactions had been fully paid.

Note  21.  Commitments  and  Contingencies

(a) As of December 31, 2004 and 2005, amounts of outstanding letters of credit for the purchase of machinery and equipment

were  $2,826  thousand  and  $25  thousand,  respectively.

(b) As of December 31, 2004, and 2005 the Company had entered into several contracts for the acquisition of equipment and

computer software and the construction of its new headquarters. Total contract prices amounted to $627 thousand and

$8,861 thousand, respectively. As of December 31, 2004 and 2005, the remaining commitments were $347 thousand and

$8,150  thousand.

(c) On  July  30,  2004,  the  Company  entered  into  contracts  with  a  vendor  for  software  licenses  and  maintenance  services  for

a period of three years. The total license fees include maintenance services for the three-year period amounted to $1,724

thousand.

As  of  December  31,  2005,  future  license  fees  payments  resulting  from  the  aforementioned  contracts  were  as  follows:

January  1,  2006~December  31,  2006 .......................................................................................

$

569

Duration

Amount

(in  thousands)

(d) The Company leases its office and buildings pursuant to operating lease arrangements with unrelated third parties. The lease

arrangement will expire gradually from 2005 to 2008. As of December 31, 2004 and 2005, deposits paid amounted to $210

thousand  and  $371  thousand,  respectively,  and  were  recorded  as  refundable  deposit  in  the  accompanying  consolidated

balance  sheets.

84

As  of  December  31,  2005,  future  minimum  lease  payments  under  noncancelable  operating  leases  are  as  follows:

Duration

January  1,  2006  -  December  31,  2006 .....................................................................................

January  1,  2007  -  December  31,  2007 .....................................................................................

January  1,  2008  -  December  31,  2008 .....................................................................................

Amount

(in  thousands)

1,148

322

59

1,529

$

$

Rental expense for operating leases amounted to $609 thousand, $981 thousand and $1,305 thousand in 2003, 2004 and

2005,  respectively.

(e) The  Company  entered  into  several  sales  agent  agreements  commencing  from  2003.  Based  on  these  agreements,  the

Company shall pay commissions at the rates ranging from 0.5% to 5% of the sales to a customer in the specific territory

or referred by agent as stipulated in these agreements on a monthly basis. Total commissions incurred amounting to $66

thousand,  $2,604  thousand  and  $4,478  thousand,  respectively,  in  2003,  2004  and  2005,  respectively.

(f)

In August of 2004, the Company entered into a license agreement for the use of certain central processing unit cores for

product  development.  In  accordance  with  the  agreement,  the  Company  is  required  to  pay  an  initial  license  fee  based  on

the progress of the project development and a royalty based on shipments. The license fee paid and charged to research

and  development  expense  in  the  fourth  quarter  of  2004  was  $100  thousand.  No  license  fee  or  royalty  occurred  in  2005.

In  March  2005,  the  Company  entered  into  a  license  agreement  for  the  use  of  USB  2.0  relevant  technology  for  product

development. In accordance with the agreement, the Company is required to pay an initial license fee based on the progress

of  the  project  development  and  a  royalty  based  on  shipments.  No  license  fee  or  royalty  occurred  to  date.

In February 2005, the Company placed a refundable deposit amounting to $250 thousand to a bank for its issuance of a

standby  letter  of  credit  as  a  guarantee  of  the  Company’s  compliance  with  a  contract  covenant  pursuant  to  a  license

agreement  entered  into  for  the  use  of  digital  consumer  decoder  technology.  Based  on  the  license  agreement,  if  the

Company sells the project products to any customer other than those approved by the licensor, the Company should pay

the  licensor  a  fee  determined  based  on  the  formula  prescribed  in  the  license  agreement.

(g) The  Company  from  time  to  time  is  subject  to  claims  regarding  the  proprietary  use  of  certain  technologies.  Currently,  the

Company is not aware of any such claims that it believes could have  a  material  adverse  effect  on  its financial  position  or

results  of  operations.

(h) Since  Himax  Taiwan  is  not  a  listed  company,  it  will  depend  on  Himax  Technologies,  Inc.  to  meet  its  equity  financing

requirements in the future. Any capital contribution by Himax Technologies, Inc. to Himax Taiwan may require the approval

of the relevant ROC authorities. The Company may not be able to obtain any such approval in the future in a timely manner,

or at all. If Himax Taiwan is unable to receive the equity financing it requires, its ability to grow and fund its operations may

be  materially  and  adversely  affected.

85

( i ) The Company has entered into several wafer fabrication or assembly and testing service arrangements with service providers.

The  Company  may  be  obligated  to  make  payments  for  purchase  orders  entered  into  pursuant  to  these  arrangements.

( j ) The  current  corporate  structure  of  the  Company  was  established  through  a  share  exchange,  which  became  effective  on

October 14, 2005, between the Company and the former shareholders of Himax Taiwan. The ROC Investment Commission

(an agency under the administration of the ROC Ministry of Economic Affairs) approved the share exchange on September

7,  2005.  In  connection  with  the  application  seeking  approval  of  the  share  exchange,  the  Company  made  the  following

undertakings  to  expand  its  investment  in  the  ROC,  the  approval  of  which  was  conditional  upon  the  satisfaction  of  such

undertakings:  (1)  Himax  Taiwan  must  purchase  three  hectares  of  land  in  connection  with  the  construction  of  its  new

headquarters in Tainan, Taiwan, (2) Himax Taiwan must increase the number of employees in the ROC to 430 employees,

475 employees and 520 employees by the end of 2005, 2006 and 2007, respectively, (3) Himax Taiwan must invest no less

than  NT$800.0  million  ($24.4  million),  NT$900.0  million  ($27.4  million)  and  NT$1.0  billion  ($30.5  million)  for  research  and

development  in  Taiwan  in  2005,  2006  and  2007,  respectively,  which  may  be  satisfied  through  cash-based  compensation

paid  to  research  and  development  personnel  but  not  through  non-cash  share-based  compensation  and  (4)  Himax  Taiwan

must submit to the ROC Investment Commission its annual financial statements audited by a certified public accountant and

other relevant supporting documents in connection with the implementation of the above-mentioned conditions within four

months  after  the  end  of  each  of  2005,  2006  and  2007.

If the Company does not satisfy the undertakings set by the ROC Investment Commission in approving the share exchange,

the ROC Investment Commission may revoke Himax Taiwan’s right to repatriate profits to the Company and/or its approval

of  the  share  exchange,  the  occurrence  of  either  of  which  would  materially  and  adversely  affect  the  Company’s  business,

financial condition and results of operations and decrease the value of the Company’s American depositary shares (ADSs).

The material adverse consequences include: (1) difficulty in obtaining approval for additional investments in Himax Taiwan,

(2) restrictions on transfer of net proceeds of overseas offerings, (3) limitation on ability to raise capital through the Company

and (4) the loss of certain protections under the status as a foreign-invested company under the ROC Statute for Investment

by  Foreign  Nationals,  including  the  protection  from  expropriation  of  Himax  Taiwan’s  assets.

Before distributing a dividend to the Company, Himax Taiwan must recover any accumulated losses in prior years, pay all

outstanding taxes and set aside 10% of its annual net income as a legal reserve until the accumulated legal reserve equals

Himax Taiwan’s paid-in capital. Refer to Note 15 (b) of the Company’s consolidated financial statements for further details.

However,  if  the  Company  does  not  satisfy  the  undertakings  with  the  ROC  Investment  Commission,  the  ROC  Investment

Commission  may  deny  Himax  Taiwan’s  right  to  repatriate  dividends  to  the  Company.  Himax  Taiwan’s  ability  to  make

advances  or  repay  intercompany  loans  with  terms  of  less  than  one  year  to  the  Company  will  not  be  restricted  as  such

activities  are  not  subject  to  the  ROC  Investment  Commission’s  approval.

The  ROC  Investment  Commission  has  the  right  (at  its  discretion)  to  revoke  its  approval  of  the  share  exchange  based  on

the undertakings described above. Prior to the ROC Investment Commission exercising its discretionary right to revoke its

approval of the share exchange or Himax Taiwan’s right to repatriate profits to the Company, in practice the Company and

Himax Taiwan would be notified and given an opportunity to be heard. There are no promulgated rules or regulations setting

forth the factors that the ROC Investment Commission would consider in exercising its discretion. Each case is determined

86

individually.  Should  the  approval  be  revoked,  the  Company  and  Himax  Taiwan  would  be  entitled  to  appeal  such  decision

to  the  Committee  of  Appeal  of  the  ROC  Ministry  of  Economic  Affairs  and/or  initiate  court  proceedings  to  reverse  such

decision. A revocation by the ROC Investment Commission would not (1) invalidate the effectiveness of the share exchange

pursuant to which the Company’s ownership structure was established, (2) limit Himax Taiwan’s ability to issue equity or debt

securities  or  incur  debt  or  (3)  otherwise  restrict  Himax  Taiwan's  operations  (other  than  as  set  out  in  the  undertakings).

In August 2005, the Company purchased 3.18 hectares of land for an aggregate purchase price of approximately NT$325.

8  million  ($9.9  million)  which  satisfied  the  first  condition.  As  of  December  31,  2005,  the  Company  had  satisfied  the  2005

undertakings the Company made with the ROC Investment Commission. Himax Taiwan had 549 employees as of December

31,  2005  and  had  spent  NT$1,012  million  ($30.9  million)  in  research  and  development  expenditures  in  2005.

With regard to 2006 and 2007 conditions, the Company expects that it will spend at or above the research and development

expenditures requirements in 2006 and 2007, even if its business suffers a slowdown (unaudited). Based on the nature of

the  fabless  semiconductor  design  industry,  even  if  the  Company  experience  no  or  negative  revenue  growth  as  a  result  of

company-specific  or  industry-wide  events,  the  Company  believes  it  still  must  commit  to  the  necessary  resources  in  both

headcount and research and development expenditures in order to support its plans for further growth and competitiveness

(unaudited).  The  Company’s  business  plan  contemplates  an  increase  in  headcount  (mostly  research  and  development

personnel)  and  research  and  development  expenditures  to  improve  and  enhance  its  core  technologies  and  know-how

(unaudited).  Based  on  the  historical  trend  of  increasing  headcount  and  research  and  development  expenditures  and  the

Company’s  projected  headcount  and  research  and  development  expenditures,  the  Company  believes  that  the  above-

mentioned headcount and research and development expenditures requirements with respect to 2006 and 2007 could be

satisfied with a very high level of certainty (unaudited). In the event that the Company’s operating performance is below its

current  expectations,  the  Company  believes  it  could  still  access  unused  letters  of  credit  from  several  financial  institutions

to  finance  its  working  capital  requirements  in  order  to  meet  the  increased  headcount  and/or  research  and  development

expenditures undertakings (unaudited), Moreover, the Company believes that Himax Taiwan could access the capital markets

through  the  issuance  of  equity  or  debt  securities  or  through  the  incurrence  of  debt  (unaudited).

Therefore, the Company believes that the uncertainty that may arise from the restrictions that could potentially be imposed

by the ROC Investment Commission mentioned above is not so severe that would cast significant doubt on the Company’s

ability  to  control  Himax  Taiwan.  The  Company  has  determined  that  the  likelihood  of  the  Company  failing  to  satisfy  the

undertakings  given  to  the  ROC  Investment  Commission  conditions  is  remote  and  there  is  no  significant  impact  to  the

Company’s  financial  position  or  results  of  operation  (unaudited).

87

Note  22.  Segment  Information

The Company is engaged in the design, development and marketing of semiconductors for flat panel displays. Based on the

Company’s internal organization structure and its internal reporting, management has determined that the Company does not

have  any  operating  segments  as  that  term  is  defined  in  SFAS  No.  131,  Disclosures  about  Segments  of  an  Enterprise  and

Related  Information.

Revenues  from  the  Company’s  major  product  lines  are  summarized  as  follows:

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Display  driver  ICs  for  large-size  applications ..............................................

$

108,784

258,006

470,631

Display  driver  ICs  for  mobile  handset  applications .....................................

Display  drivers  for  consumer  electronics  applications ................................

Others ...........................................................................................................

5,695

11,795

5,569

12,607

21,754

7,906

31,123

18,571

19,879

$

131,843

300,273

540,204

The following tables summarize information pertaining to the Company’s revenues from customers in different geographic region

(based  on  customer’s  headquarter  location):

Taiwan ...........................................................................................................

Other  Asia  Pacific .........................................................................................

Year  Ended  December  31,

2003

2004

2005

$

$

122,311

9,532

131,843

(in  thousands)

284,569

15,704

300,273

482,991

57,213

540,204

The  tangible  long-lived  assets  relating  to  above  geographic  areas  were  as  follows:

Taiwan ...........................................................................................................................

China .............................................................................................................................

December  31,

2004

2005

(in  thousands)

$

$

10,908

82

10,990

24,344

82

24,426

Revenues from significant customers, those representing approximately 10% or more of total revenue for the respective periods,

is  summarized  as  follows:

CMO  and  its  affiliates,  a  related  party ........................................................

Chunghwa  Picture  Tubes  and  its  affiliates ..................................................

Year  Ended  December  31,

2003

2004

2005

$

$

102,793

7,566

110,359

(in  thousands)

189,870

58,430

248,300

318,008

87,534

405,542

88

Accounts receivable from significant customers, those representing approximately 10% or more of total accounts receivable for

the  respective  periods,  is  summarized  as  follows:

CMO  and  its  affiliates,  a  related  party ........................................................................

Chunghwa  Picture  Tubes  and  its  affiliates ..................................................................

December  31,

2004

2005

(in  thousands)

$

$

38,582

15,193

53,775

68,113

41,369

109,482

Note  23.  Himax  Technologies,  Inc.  (the  Company  only)

As a holding company, the only asset of the Company is its 100% ownership interest in Himax Taiwan. Dividends received from

the Company’s subsidiaries in Taiwan, if any, will be subjected to withholding tax under ROC law as well as statutory and other

legal  restrictions.  The  current  corporate  structure  of  the  Company  was  established  as  a  result  of  a  share  exchange  between

the  Company  and  the  former  shareholders  of  Himax  Taiwan.  The  ROC  Investment  Commission  has  approved  the  share

exchange, subject to the certain conditions as disclosed in the first paragraph of Note 21 (j). If the Company were unable to

satisfy  any  of  the  conditions  imposed  by  ROC  Investment  Commission,  the  ROC  Investment  Commission  may  revoke  the

Company’s  right  to  repatriation  of  profits  to  be  distributed  by  Himax  Taiwan  or  rescind  its  approval  of  the  share  exchange

pursuant  to  which  the  Company's  ownership  structure  was  established.

As of December 31, 2005, the amount of restricted net assets of Himax Taiwan, which may not be transferred to the Company

in the forms of cash dividends by Himax Taiwan if the Company were unable to satisfy any of the conditions imposed by ROC

Investment  Commission  was  $179,564  thousand.

The  Company  believes  that  the  above-mentioned  restrictions  of  the  ROC  Investment  Commission  represent  a  limitation  on

distribution  of  assets  from  its  subsidiary  to  the  Company,  therefore,  the  condensed  separate  financial  information  of  the

Company,  as  if  the  Company  had  been  in  existence  for  all  periods,  are  presented  as  follows:

Condensed  Balance  Sheets

December  31,

2004

2005

(in  thousands)

Cash ..............................................................................................................................

Investment  in  subsidiary ...............................................................................................

Total  assets ............................................................................................................

Liabilities ........................................................................................................................

Total  stockholders’  equity ............................................................................................

Total  liabilities  and  stockholder’s  equity ................................................................

$

$

$

$

–

104,860

104,860

–

104,860

104,860

–

179,564

179,564

13,733

165,831

179,564

The  Company  had  no  long-term  obligations  or  guarantees  as  of  December  31,  2004  and  2005.

89

Condensed  Statements  of  Operations

Revenues ......................................................................................................

$

Costs  and  expenses ....................................................................................

Operating  income  (loss) ..........................................................................

Equity  in  earnings  (loss)  from  subsidiary .....................................................

Other  non  operating  income  (loss) ..............................................................

Income  (loss)  before  income  taxes .........................................................

Income  tax ....................................................................................................

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

–

–

–

(581 )

–

(581 )

–

–

–

–

–

(77 )

(77 )

36,000

61,733

–

(98 )

36,000

61,558

–

–

Net  Income  (loss) ....................................................................................

$

(581 )

36,000

61,558

Condensed  Statements  of  Cash  Flows

Year  Ended  December  31,

2003

2004

2005

(in  thousands)

Cash  flows  from  operating  activities:

Net  income  (loss) ....................................................................................

$

(581 )

36,000

61,558

Adjustments  to  reconcile  net  income  (loss)  to  net  cash  used  in

operating  activities:

Equity  in  (earning)  loss  from  subsidiary ..................................................

581

(36,000 )

(61,733 )

Changes  in  operating  assets  and  liabilities:

Increase  in  other  accrued  expenses  and  other  current  liabilities ......

Net  cash  used  in  operating  activities ..................................................

Net  cash  provided  by  (used  in)  investing  activities ............................

Cash  flows  from  financing  activities:

Distribution  of  special  cash  dividends ....................................................

Proceeds  from  borrowing  of  short-term  debt ........................................

Net  cash  provided  by  financing  activities ...........................................

Net  increase  (decrease)  in  cash ................................................................

Cash  at  beginning  of  period .................................................................

Cash  at  end  of  period ...........................................................................

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

133

(42 )

–

(13,558 )

13,600

42

–

–

–

90

Corporate  Information

Board  of  Directors

Investor  Information

Chairman

Dr.  Biing-Seng  Wu

Directors

Jordan  Wu

Jung-Chun  Lin

Dr.  Chun-Yen  Chang

Yuan-Chuan  Horng

Senior  Management

Jordan  Wu

Chief  Executive  Officer

Max  Chan

Chief  Financial  Officer

Chih-Chung  Tsai

Shareholder  Services  for  American  Depositary

Shares  (ADSs)

Deutsche  Bank  Trust  Company  Americas

60  Wall  Street

New  York,  NY  10005

Stock  Listings

The company’s common stock trades on the NASDAQ

National  Market  under  the  symbol  “HIMX”

Independent  Auditors

KPMG  Certified  Public  Accountants

Investor  Contacts

Jackson  Ko

Investor  Relations

Chief  Technology  Officer,  Senior  VP

Himax  Technologies,  Inc.

Baker  Bai

Engineering  Center,  VP

John  Chou

Quality  Assurance  Center,  VP

Corporate  Headquarters

Himax  Technologies,  Inc.

10F,  No.605,  Chungshan  Road

10F,  No.605,  Chungshan  Road

Hsinhua,  Tainan  County  712,  Taiwan

+886-2-33930877#22240

jackson_ko@himax.com.tw

David  Pasquale

Executive  Vice  President

The  Ruth  Group

757  Third  Avenue

New  York,  NY  10017

+646-536-7006

Hsinhua,  Tainan  County  712,  Taiwan

dpasquale@theruthgroup.com

Tel:  +886-6-505-0880

Fax:+886-6-510-6620

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