TSE: 2330
NYSE: TSM
TSMC Annual Report 2018 (I)
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
TSMC annual report is available at http://www.tsmc.com/english/investorRelations/annual_reports.htm
Printed on March 12, 2019
TSMC Vision, Mission & Core Values
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Letter to Shareholders
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Operational Highlights
Vision
Our vision is to be the most advanced and largest technology and foundry services provider to fabless companies and
IDMs, and in partnership with them, to forge a powerful competitive force in the semiconductor industry.
To realize our vision, we must have a trinity of strengths:
1. be a technology leader, competitive with the leading IDMs
2. be the manufacturing leader
3. be the most reputable, service-oriented and maximum-total-benefits silicon foundry
Mission
Our mission is to be the trusted technology and capacity provider of the global logic IC industry for years to come.
Core Values
Integrity
Integrity is our most basic and most important core value. We tell the truth. We believe the record of our
accomplishments is the best proof of our merit. Hence, we do not brag. We do not make commitments lightly. Once
we make a commitment, we devote ourselves completely to meeting that commitment. We compete to our fullest
within the law, but we do not slander our competitors and we respect the intellectual property rights of others. With
vendors, we maintain an objective, consistent, and impartial attitude. We do not tolerate any form of corrupt behavior
or politicking. When selecting new employees, we place emphasis on the candidates’ qualifications and character, not
connections or access.
Commitment
TSMC is committed to the welfare of customers, suppliers, employees, shareholders, and society. These stakeholders
all contribute to TSMC’s success, and TSMC is dedicated to serving their best interests. In return, TSMC hopes all these
stakeholders will make a mutual commitment to the Company.
Innovation
Innovation is the wellspring of TSMC’s growth, and is a part of all aspects of our business, from strategic planning,
marketing and management, to technology and manufacturing. At TSMC, innovation means more than new ideas, it
means putting ideas into practice.
Customer Trust
At TSMC, customers come first. Their success is our success, and we value their ability to compete as we value our
own. We strive to build deep and enduring relationships with our customers, who trust and rely on us to be part of
their success over the long term.
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Company Profile
2.1 An Introduction to TSMC
2.2 Market/Business Summary
2.3 Organization
2.4 Board Members
2.5 Management Team
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Corporate Governance
3.1 Overview
3.2 Board of Directors
3.3 Major Decisions of Shareholders’ Meeting and
Board Meetings
5.1 Business Activities
5.2 Technology Leadership
5.3 Manufacturing Excellence
5.4 Customer Trust
5.5 Human Capital
5.6 Material Contracts
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Financial Highlights and Analysis
6.1 Financial Highlights
6.2 Financial Status and Operating Results
6.3 Risk Management
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Corporate Social Responsibility
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3.4 Taiwan Corporate Governance Implementation as
7.1 Overview
Required by Taiwan Financial Supervisory Commission 42
7.2 Environmental, Safety and Health (ESH) Management 120
3.5 Code of Ethics and Business Conduct
3.6 Regulatory Compliance
3.7 Internal Control System Execution Status
3.8 Status of Personnel Responsible for the Company’s
Financial and Business Operation
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7.3 TSMC Education and Culture Foundation
7.4 TSMC Charity Foundation
7.5 TSMC i-Charity
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7.6 Social Responsibility Implementation Status as Required
by the Taiwan Financial Supervisory Commission
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3.9 Information Regarding TSMC’s Independent Auditor 53
3.10 Material Information Management Procedure
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Subsidiary Information and Other Special Notes 135
8.1 Subsidiaries
8.2 Status of TSMC Common Shares and ADRs Acquired,
Disposed of, and Held by Subsidiaries
8.3 Special Notes
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Capital and Shares
4.1 Capital and Shares
4.2 Issuance of Corporate Bonds
4.3 Preferred Shares
4.4 Issuance of American Depositary Shares
4.5 Status of Employee Stock Option Plan
4.6 Status of Employee Restricted Stock
4.7 Status of New Share Issuance in Connection with
Mergers and Acquisitions
4.8 Financing Plans and Implementation
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Letter to Shareholders
Dear Shareholders,
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2018 was a year of important milestones for TSMC. 2018 was our seventh consecutive year of record revenue, net
income and earnings per share. We ramped our 7-nanometer technology to high volume successfully, at least a full
year ahead of any other semiconductor player. We have strong customer engagement and tape out activity across
diversified applications. For the first time in history, a most advanced logic technology, as an open platform, was
available for the whole semiconductor industry. With the strongest technology portfolio, the widest coverage of
customers and the largest addressable market, we are poised in a better position than ever to catch the future growth
opportunities for TSMC.
In today’s world, we see digital computation becoming increasingly ubiquitous. We see massive devices being
connected, generating higher volumes of data. We see many new applications and products are all embedded with
AI (artificial intelligence). Semiconductors are becoming ever more pervasive. The need for higher performance, lower
power and a greater degree of system integration will drive further product advancements that TSMC will help enable.
The rapid ramp up of our 7-nanometer technology in 2018 allowed us to capture all leading smartphone launches
and many more mobile and high performance computing applications. In 2018, our second generation 7-nanometer
technology (N7+) entered risk production and is scheduled for volume production in 2019. N7+ will be the industry’s
first commercially available EUV (extreme ultraviolet) process technology. At the same time, we continue our advanced
technology development on 5-nanometer and target for volume production in the first half of 2020. Our advanced
packaging solutions, with follow-on generations of InFOs (Integrated Fan-Out) and CoWoS® (Chip on Wafer on
Substrate), continue to lead the industry in providing the most advanced system-level solutions.
Highlights of TSMC’s accomplishments in 2018:
• Total wafer shipments increased 2.9 percent from 2017 to reach 10.8 million 12-inch equivalent wafers.
• Advanced technologies (28-nanometer and beyond) accounted for 63 percent of total wafer revenue, up from 58
percent in 2017.
• We deployed 261 distinct process technologies, and manufactured 10,436 products for 481 customers.
• TSMC’s market share in the total semiconductor foundry segment rose successively during the last nine years and
reached 56 percent in 2018.
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2018 Financial Performance
Consolidated revenue reached NT$1,031.47 billion, an increase of 5.5 percent over NT$977.45 billion in 2017. Net
income was NT$351.13 billion and diluted earnings per share were NT$13.54. Both increased 2.3 percent from the
2017 level of NT$343.11 billion net income and NT$13.23 diluted EPS.
TSMC generated net income of US$11.64 billion on consolidated revenue of US$34.20 billion, which increased
3.3 percent and 6.5 percent respectively from the 2017 level of US$11.27 billion net income and US$32.11 billion
consolidated revenue.
Gross profit margin was 48.3 percent compared with 50.6 percent in 2017, while operating profit margin was 37.2
percent compared with 39.4 percent a year earlier. Net profit margin was 34.0 percent, a decrease of 1.1 percentage
points from 2017’s 35.1 percent.
TSMC further raised its cash dividend payment to NT$8.0 per share for 2017 profit distribution from NT$7.0 in the
prior year.
Technological Developments
Our 5-nanometer technology development is well on-track for risk production in the second quarter of 2019. We
have made significant progress in transistor and interconnect performance, yield learning and reliability qualification.
Customer product tape-outs are scheduled in the first half of 2019, with volume production next year. We expect to
see a significant number of customers leverage our 5-nanometer to establish leadership positions for their products.
Furthermore, our 3-nanometer technology has entered the full development stage.
TSMC has been offering advanced packaging technology to integrate advanced SoCs, high bandwidth memories, and
integrated passive device to enhance system-level performance. In 2018, we offered the 4th generation InFO solutions
with finer interconnect line width and spacing to enable both mobile and high performance computing products.
TSMC’s CoWoS® offers a platform for heterogeneous integration with increasing interposer sizes. In May 2018, we
announced TSMC-SoICTM (System-on-Integrated Chips) solution, a clear industry-leading 3D IC packaging solution,
integrating multiple heterogeneous chiplets with close proximity to deliver even higher system performance.
TSMC’s ecosystem, the Open Innovation Platform® (OIP), is an important factor in empowering customers to unleash
their innovations with fast time-to-market. In October 2018, we launched our virtual design environment (VDE)
that allows our customers to conduct their design activities in a secure and safe cloud environment that significantly
increases their design productivity. We continued to work with our ecosystem partners to expand our libraries and
silicon IP portfolio to more than 20,000 items. More than 9,000 technology files and over 300 process design kits are
In 2018, we continued to increase our R&D investment to US$2.85 billion to expand our technology offerings and to
available to customers via TSMC-Online which saw more than 100,000 customer downloads in 2018.
extend our technology leadership.
We leveraged our leadership in technology at 28-nanometer and developed 22-nanometer technologies to further
enhance performance and density in 2018. Our 22ULP (ultra-low power) and 22ULL (ultra-low leakage) technologies
are suitable for a wide range of applications in IoT (Internet of Things), RF (Radio Frequency) and wearable devices. We
also extended our 16-nanometer technologies to 12FFC, which provides further enhancement in power, performance,
and density. On specialty technologies, 16FFC RF has proven to be able to provide the foundry’s first volume produced
5G mobile network chips based on FinFET in 2018.
In 2018, we successfully ramped up our 7-nanometer technology and set a new industry record in production ramp.
More than 40 customer product tape-outs have been completed and we expect to receive more than 100 additional
product tape-outs in 2019. The 7nm customer products include mobile devices, game consoles, AI, CPUs, GPUs and
networking devices. Our second generation 7nm (N7+) technology entered risk production in August 2018, and will
be the industry’s first commercially available EUV process technology.
Corporate Developments
After having led the company for over 31 years, TSMC’s Founder, Dr. Morris Chang, retired from the Company after the
Annual Shareholders’ Meeting on June 5, 2018. At the meeting, TSMC shareholders elected a new Board of Directors,
which then convened to elect Dr. Mark Liu as Chairman and Dr. C.C. Wei as Chief Executive Officer (CEO) and Vice
Chairman.
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Capacity Plan
Wafer Sales Plan
10%
8%
2017
2018
2%
2019
11-12
2017
42%
2018
37%
12-13
12-13
2019
30-40%
60-70%
58%
63%
TSMC’s four core values of Integrity, Commitment, Innovation and Customer Trust remain as the cornerstone of our
Company culture. They will continue to guide our every aspect in the way we do business as we navigate towards
future opportunities. We will continue to commit to world-class governance, sustainability, and good returns to our
shareholders. We thank you for your trust and commitment to us, and look forward to a long and profitable future
together.
Annual Growth Rate
Capacity: million 12-inch equivalent wafers
> 28nm wafer revenue
≤ 28nm wafer revenue
2019 wafer shipment is expected to be 10-11 million
12-inch equivalent wafers.
Honors and Awards
TSMC received recognition for achievements in innovation, business information disclosure, corporate governance,
sustainability, investor relations and overall excellence in management from organizations including Forbes, Fortune
Magazine, CommonWealth Magazine, The Nikkei, Thomson Reuters, PricewaterhouseCoopers, RobecoSAM and
the Taiwan Stock Exchange. TSMC continued to receive multiple awards from Institutional Investor Magazine and
IR Magazine. We were chosen once again as a component of the Dow Jones Sustainability Indices, becoming the
only semiconductor company to be selected for 18 consecutive years. TSMC was also rated “Prime” by Institutional
Shareholder Services, and “Leader” by Sustainalytics for our performance in sustainability. Meanwhile, we remained
a major component in both MSCI ESG and FTSE4Good Emerging Index, reflecting our ongoing commitment to
sustainability and corporate social responsibility.
Outlook
2019 is a year we face business headwinds from weakening global macroeconomic conditions and trade tensions
between countries. TSMC will be working on the fundamentals of our business and will accelerate our technology
differentiation. We will also strengthen our cybersecurity and proprietary information protection. When the clouds
pass, we resolve to emerge as a stronger semiconductor force.
We believe the ongoing megatrend of 5G and AI will fuel the future growth of the semiconductor industry. With the
broadest and most advanced technology portfolios, the relentless pursuit of manufacturing excellence and trusted
customer relationships, TSMC is best-positioned to lead the industry to provide the most advanced and comprehensive
solutions for future applications in the semiconductor sector.
Mark Liu
Chairman
C.C. Wei
Chief Executive Officer
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Company Profile
2.1 An Introduction to TSMC
2.2 Market/Business Summary
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Established in 1987 and headquartered in Hsinchu Science
Park, Taiwan, TSMC pioneered the pure-play foundry business
model by focusing solely on manufacturing customers’
products. By choosing not to design, manufacture or market
any semiconductor products under its own name, the Company
ensures that it never competes directly with its customers.
Today, TSMC is the world’s largest semiconductor foundry,
manufacturing 10,436 different products using 261 distinct
technologies for 481 different customers in 2018.
With a large and diverse global customer base, TSMC-
manufactured semiconductors cover a wide range of applications
in the computer, communications, consumer, industrial and
standard segments and are used in a variety of end markets
including mobile devices, high performance computing,
automotive electronics and the Internet of Things (IoT). Strong
diversification helps to smooth fluctuations in demand, which,
in turn, helps the Company maintain higher levels of capacity
utilization and profitability.
Annual capacity of the manufacturing facilities managed by
TSMC and its subsidiaries exceeded 12 million 12-inch equivalent
wafers in 2018. These facilities include three 12-inch wafer
GIGAFAB® fabs, four 8-inch wafer fabs, and one 6-inch wafer
fab – all in Taiwan – as well as one 12-inch wafer fab at a wholly
owned subsidiary, TSMC Nanjing Company Limited, and two
8-inch wafer fabs at wholly owned subsidiaries, WaferTech in the
United States and TSMC China Company Limited.
TSMC provides customer service, account management and
engineering services through offices in North America, Europe,
Japan, China, and South Korea. At the end of 2018, the
Company and its subsidiaries employed more than 48,000
people.
The Company is listed on the Taiwan Stock Exchange (TWSE)
under ticker number 2330, and its American Depositary Shares
(ADSs) are traded on the New York Stock Exchange (NYSE) under
the symbol TSM.
2.2.1 TSMC Achievements
In 2018, TSMC maintained its leading position in the foundry
segment of the global semiconductor industry, with an estimated
market share of 56%, despite intense competition from both
established players and relatively new entrants to the business.
Leadership in advanced process technologies is a key factor in
the Company’s strong market position. In 2018, 63% of TSMC’s
wafer revenue came from advanced manufacturing processes
(defined as geometries of 28nm and smaller), up from 58% in
2017.
TSMC offers the foundry segment’s broadest technology
portfolio and continues to invest in advanced and specialty
technologies to provide customers more added value. This is a
differentiating competitive advantage for TSMC.
In 2018, the Company either developed or introduced the
following:
Logic Technology
• 5nm FinFET (fin field-effect transistor) technology development
continued to progress smoothly, and volume production of
this leading-edge technology is planned for the first half of
2020. Compared to 7nm FinFET technology, 5nm FinFET offers
over 15% speed improvement or 30% power reduction. In
addition, 5nm FinFET technology is optimized upfront for both
mobile applications and high performance computing devices.
• 7nm FinFET Plus (N7+) technology entered risk production in
August 2018 as planned as TSMC received customer product
tape-outs and completed product verification. N7+ is the
first commercially available EUV-enabled foundry process
technology in the world. Compared to 7nm FinFET technology,
N7+ offers approximately 20% greater logic density and 10%
power reduction.
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• 7nm FinFET technology entered volume production in the
second quarter of 2018. Customer adoption was strong and
with more than 40 product tape-outs received by the end
of 2018. With its superior value proposition, these tape-
outs came from a wide spectrum of applications including
mobile devices, game consoles, artificial intelligence, central
processing units, graphic processing units and networking
devices. Compared to 16nm FinFET technology, 7nm FinFET
offers approximately a 35% speed improvement or a 65%
power reduction, as well as more than three times the logic
density. In addition, 7nm FinFET technology can be optimized
for mobile applications and high performance computing
devices. 7nm FinFET technology also set a new Company
record in terms of production ramp-up speed.
• 12nm FinFET Compact technology (12FFC), which entered
volume production in 2017, is TSMC’s latest family offering
following 16nm FinFET Plus technology (16FF+) and
16nm FinFET Compact technology (16FFC). 12FFC drives
die size and power consumption to the best levels of the
foundry’s 16/14nm technologies. 16FF+, which first entered
volume production in 2015, is aimed at customers in high
performance market segments, including mobile, server,
graphics, and cryptocurrency. The cost-effective 16FFC, in
volume production since 2016, can maximize die cost scaling
by incorporating optical shrink and process simplification at
the same time. Both 16FFC and 12FFC can satisfy customer
needs in mainstream and ultra-low-power (ULP) market
segments, including low-end to mid-range mobile phones,
consumer electronics, digital TVs and the IoT. With innovative
standard cell structures, 12FFC can also be used in more
advanced applications. So far, 16FF+/16FFC/12FFC have
received a total of more than 300 product tape-outs, most of
which have been first-time silicon successes.
• 22nm ultra-low leakage (22ULL) technology development
was completed and entered risk production in fourth quarter
of 2018 as planned to support IoT and wearable devices
applications. New ULL device and ULL SRAM (static random
access memory) can provide lower power consumption
compared to 40ULP and 55ULP solutions.
• 22nm ultra-low power (22ULP) technology was developed
based on TSMC’s industry-leading 28nm technology and
completed all process qualifications in the fourth quarter of
2018. Compared to 28nm high performance compact (28HPC)
technology, 22ULP provides 10% area reduction with more
than 30% speed gain or more than 30% power reduction for
applications including image processing, digital TVs, set-top
boxes, smartphones and consumer products.
• 28nm high performance compact plus (28HPC+) technology
had accumulated more than 230 product tape-outs as of
the end of 2018. 28HPC+ technology provides further
performance enhancement or power reduction in mainstream
smartphone, digital TV, storage, audio and SoC (System-on-
Chip) applications. Compared to 28HPC technology, 28HPC+
technology improves device performance by 15% or reduces
leakage by 50%.
• 40nm ULP technologies received over 30 product tape-outs
in 2018. These technologies target the IoT and wearable
devices applications, such as wireless connectivity, application
processors and sensor hub applications. In addition, TSMC
uses its leading 40nm ULP low Vdd (Low Operating Voltage)
technology to produce the world’s lowest energy consumption
solutions for IoT devices and for wearable connected devices.
Still under development are new enhanced analog devices that
will enrich the 40ULP platform to support customers for more
analog design needs in the future.
• 55nm ultra-low power (55ULP) technology volume production
continued and accumulated more than 60 customer tape-
outs as of 2018. Compared to 55nm Low Power (55LP)
process, 55ULP can significantly increase battery life for IoT
applications. In addition, it integrates RF (radio frequency) and
eFlash (embedded flash) to simplify customers’ SoC designs.
Specialty Technology
• 16FF+ technology began production for customer applications
in the automotive industry in 2017. 16FFC Foundation IPs
(intellectual properties) passed the Automotive Electronic
Council AEC-Q100 Grade-1 qualification and were certified
for functional safety standard ISO 26262 ASIL-B. In addition,
TSMC 9000A was introduced for automotive IP management
to complete the automotive ecosystem with third-party
IP vendors. TSMC continues to develop 7nm automotive
foundation IPs, and plans to have them qualified for
AEC-Q100 Grade-2 by the second half of 2019.
• 16FFC RF led the foundry to start volume production of the
fifth generation (5G) mobile network chips for customers in
the first half of 2018. This technology has been extended
to the next generation Wireless Local Area Network (WLAN
802.11ax) and Millimeter Wave (mmWave) applications,
as well as to wireless connectivity applications such as
smartphones using the 5G mobile network. As TSMC
continues to advance 16FFC RF technology, this more cost-
effective technology will be used in more applications such as
radar and AR/VR, to reduce chip power consumption and die
size.
• 22nm RF (22ULP/ULL RF) technology extended its support for
ultra-low leakage devices, magnetic random access memory
(MRAM), and resistive random access memory (RRAM) in
2018, in addition to high fT (cut-off frequency) devices. This
further supports chip development for 5G mmWave mobile
communication and IoT applications.
• 28nm RF (28HPC+ RF) technology delivered the foundry’s first
RF process design kit (PDK) in 2018, providing support for
110GHz mmWave and 150°C automotive grade and so on for
5G mmWave RF and automotive radar product designs.
• 40nm ULP eFlash began volume production in 2016 for
applications such as wireless MCU (Microcontroller Unit), IoT
devices, wearable devices, and high performance MCU. In
2018, this technology passed AEC-Q100 automotive Grade-1
qualification in 2018 for both high-speed and low-power IPs.
• 40nm ULP embedded resistive random access memory (RRAM)
technology, which began risk production at the end of 2017,
completed consumer grade qualification test for 10,000
cycles of endurance in 2018. This technology is fully CMOS
(Complementary Metal Oxide Semiconductor) logic compatible
for PDK and IP re-use for applications including wireless MCU,
IoT and wearable devices.
• 22nm ULL magnetic random access memory (MRAM)
technology progressed well, demonstrated reflow capability
and passed JEDEC 168 hours high-temperature operating life
(HTOL) reliability validation at the end of 2018. Through IP
customization, MRAMs can serve various applications, such as
artificial intelligence and eFlash replacement for MCU.
• 12-inch 0.13µm BCD (Bipolar-CMOS-DMOS) Plus technology,
which began production in the second half of 2017, saw
remarkable wafer shipment growth in 2018. Compared to
the prior 0.13µm BCD technology, this technology provides
superior performance competitiveness and cost effectiveness
for power management applications in high-end smartphones.
• 0.18µm BCD third generation, which started volume
production in the second half of 2017, passed AEC-Q100
Grade-1 qualification in 2018 and is expected to pass
AEC-Q100 Grade-0 qualification in 2019. This technology
provides superior cost competitiveness compared to the
second generation BCD.
• GaN on silicon technology, which began volume production in
2017, saw remarkable wafer shipment growth in 2018. TSMC
continues to develop new GaN technologies, including GaN
IC with driver integration, automotive grade GaN, and GaN
RF power amplifier, to support customers’ diverse system chip
designs for various market applications.
• Setting the trend for the smartphone organic light emitting
diode (OLED) panel development, TSMC launched a world-
leading 40nm high-voltage (HV) technology. This technology
provides world-leading logic and SRAM density for customers
to design more competitive OLED drivers.
• As near infrared (NIR) technology is critical to machine vision,
TSMC focused on improving its CMOS image sensor (CIS) NIR
QE (quantum efficiency) to >35%. This breakthrough greatly
reduces total system power consumption and increases sensor
sensitivity, enabling more innovative applications of machine
vision in smartphones, automotive, industrial, and home
devices.
• TSMC successfully delivered the world’s first CMOS-MEMS
(Micro-electromechanical Systems) monolithic capacitive
barometer, which features sensitivity to altitude changes as
small as 5 cm and fits in a package of slightly less than 1 mm2,
for various system applications, including personal activity
tracking and indoor navigation.
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Advanced Packaging Technology
• InFO-PoP (Integrated Fan-Out Package-on-Package) technology,
which integrates 7nm SoC (System-on-Chip) and DRAM
(dynamic random access memory) for advanced mobile device
applications, began volume production in the second quarter
of 2018.
• CoWoS® (Chip on Wafer on Substrate) technology that
heterogeneously integrates a 7nm SoC and the second
generation high bandwidth memory (HBM2) successfully
completed qualification and began production in the second
half of 2018 for high performance computing applications.
• In addition to CoWoS®, InFO-oS (Integrated Fan-Out on
Substrate) technology integrating multiple 16nm SoC chips
began production in the first quarter of 2018.
• Fine pitch Cu bump for flip chip packaging on 7nm silicon
started volume production for both advanced mobile device
and high performance computing applications in the first
quarter of 2018. Moreover, 16nm silicon in WLCSP (wafer level
chip scale packaging) technologies started volume production
in the fourth quarter of 2018 for IoT applications, in addition
to the existing ≥28nm products for high-end smartphones.
2.2.2 Market Overview
TSMC estimates that the worldwide semiconductor market
excluding memory in 2018 was US$334 billion in revenue,
representing a healthy 8% year-over-year growth, after a strong
year in 2017. In the foundry segment of the semiconductor
industry, total revenue was US$61 billion in 2018, up 6% year-
over-year and slightly below the 8% growth achieved in 2017.
2.2.3 Industry Outlook, Opportunities and Threats
Industry Demand and Supply Outlook
Back-to-back years of growth in the foundry segment were
driven mainly by healthy market demand. For 2019, TSMC
forecasts the total semiconductor market excluding memory
growth to be flat or slightly down. Over the longer term,
however, fueled by increasing semiconductor content in
electronic devices, continuing market share gains by fabless
companies, gradual increases in integrated device manufacturer
(IDM) outsourcing, and expanding in-house application-specific
integrated circuits (ASIC) from systems companies, the Company
expects foundry segment revenue to outpace the mid-single-
digit compound annual growth rate projected for the overall
semiconductor market excluding memory from 2017 through
2022.
As an upstream supplier in the semiconductor supply chain, the
foundry segment is tightly correlated with the market health
of the three “C” sectors, communications, computers and
consumer electronics.
• Communications
For the communications sector, smartphone unit shipments
were down 4% in 2018, the first decline in smartphone history,
due to the high penetration in several developed countries and
China, as well as to prolonged replacement cycle. TSMC projects
the low-single-digit decline to continue in the smartphone
market in 2019. Still, the continuing transition to 4G/LTE,
LTE-Advanced and 5G NR (new radio), together with improved
performance, longer battery life, biosensors and more AI features
will all continue to propel smartphone sales. Plus, the increasing
popularity of low-end smartphones in emerging countries will
also drive growth in this sector.
Low-power IC is an essential requirement among handset
manufacturers, and SoC design, in which TSMC is already the
leader, is the preferred solution due to its optimized cost, power
and form factor (device footprint and thickness) potential. The
migration to advanced process technologies will continue to
accelerate, spurred by the appetite for higher performance to run
AI applications, various complex software routines and higher
resolution video.
• Computer
After a 3% decline in 2017, the computer sector’s overall unit
shipment fell marginally by 1% year-over-year in 2018. The
decline was due to personal computer’s prolonged replacement
cycle and consumer usage moving towards mobile computing,
largely offset by business PC demand and positive growth in
server units.
The computer sector is projected to continue its low-single-digit
unit decline in 2019. However, several factors are expected to
help buoy demand in this sector, including increasing form
varieties, the business adoption of new operating systems, and
consumer replacements of aging PCs; as well as growing high
performance applications such as gaming PC, machine learning
and blockchain.
All these require lower power and higher performance CPU,
GPU, HDD Controller, and ASICs, which will drive the computer
sector towards richer silicon content and more advanced process
technologies.
• Consumer
The consumer sector’s unit shipments fell 4% in 2018. TVs
and TV game consoles showed positive growth; set-top boxes
declined due to worldwide economic uncertainties, while the rest
of the sector – MP3 players, digital cameras and hand-held game
consoles – continued to be cannibalized by smartphones.
A continued drop in consumer electronics is expected in 2019.
Certain sub-segments such as 4K (UHD) TVs and set-top boxes
should achieve positive growth within the sector, while next
generation 8K TVs will also be launched. In addition, AI functions
such as picture quality improvement and voice control will
be increasingly incorporated in TVs. With its broad array of
advanced technology offerings, TSMC expects to take advantage
of these market trends.
Supply Chain
The electronics industry features a long and complex supply
chain, the elements of which are correlated and highly
interdependent. At the upstream manufacturing level, IC
vendors need to have sufficient and flexible supply deliveries
to handle fluctuating demand dynamics. Foundry vendors play
an important role to ensure the health and effectiveness of the
supply chain. As a leader in the foundry segment, TSMC provides
advanced technologies and large-scale capacity to complement
the innovations created along the downstream chain.
2.2.4 TSMC Position, Differentiation and Strategy
Position
TSMC is the worldwide semiconductor foundry leader for both
advanced and specialty process technologies, commanding a
56% market share in 2018. Net revenue by geography, based
mainly on the country in which customers are headquartered,
was: 62% from North America; 9% from the Asia Pacific region,
excluding China and Japan; 17% from China; 7% from Europe,
the Middle East and Africa; and 5% from Japan. Net revenue by
end-product application was: 14% from the computer sector,
56% from communications, 7% from consumer products, and
23% from industrial and standard products.
Differentiation
TSMC’s leadership position is based on three defining
competitive strengths and a business strategy rooted in the
Company’s heritage. The Company distinguishes itself from the
competition through its technology leadership, manufacturing
excellence and customer trust.
As a technology leader, TSMC is consistently first among
dedicated foundries to provide next-generation, leading-edge
technologies. The Company has also established its leadership on
more mature technology nodes by applying the lessons learned
on leading-edge technology development to enrich its specialty
technologies. Beyond process technology, TSMC has established
frontend and backend integration capabilities that create the
optimum power/performance/area “sweet spot” and result in
faster time-to-production.
TSMC, well known for its industry-leading manufacturing
management capabilities, extends that leadership through its
Open Innovation Platform® and Grand Alliance initiatives. The
TSMC Open Innovation Platform® initiative quickens the pace of
innovation in the semiconductor design community and among
its ecosystem partners, as well as the Company’s own IP, design
implementation and design for manufacturing capabilities,
process technology and backend services. A key element is
a set of ecosystem interfaces and collaborative components
initiated and supported by TSMC that more efficiently empower
innovation throughout the supply chain and drive the creation
and sharing of new revenue and profits. The TSMC Grand
Alliance is one of the most powerful forces for innovation in
the semiconductor industry, bringing together customers,
electronic design automation (EDA) partners, IP partners, and
key equipment and material suppliers at a new, higher level of
collaboration. Its objective is to help customers, alliance members
and TSMC win business and increase competitiveness.
The foundation for customer trust is a commitment TSMC made
when it opened for business in 1987 to never compete with its
customers. As a result, TSMC has never owned or marketed a
single semiconductor product, but instead has focused all of its
resources on becoming the trusted foundry for its customers.
12
13
Strategy
TSMC is confident that its differentiating strengths will enable it
to prosper from the foundry segment’s many attractive growth
opportunities. In light of the rapid growth in four major markets,
namely mobile, high performance computing, automotive
electronics, and the Internet of Things, and the fact that focus
of customer demand is shifting from process-technology-
centric to product-application-centric, TSMC has constructed
four different technology platforms to provide customers
with the most comprehensive and competitive logic process
technologies, specialty technologies, IPs, and packaging and
testing technologies to shorten customers’ time-to-design and
time-to-market.
Mobile platform: TSMC offers leading process technologies
such as 5nm FinFET, 7nm FinFET Plus, 7nm FinFET, 10nm
FinFET, 16nm FinFET Plus (16FF+), and 20nm SoC logic process
technologies, as well as comprehensive IPs for premium product
applications to further enhance chip performance, reduce power
consumption, and decrease chip size. From low-end to high-end
product applications, TSMC offers leading process technologies
such as 12nm FinFET Compact technology (12FFC), 16nm
FinFET Compact technology (16FFC), 28nm high performance
compact (28HPC), 28nm high performance mobile compact
plus (28HPC+), and 22nm ultra-low power (22ULP) logic
process technologies, in addition to comprehensive IPs, to satisfy
customer needs for high performance and low-power chips.
Furthermore, for premium, high-end, mid-end, and low-end
product applications, TSMC also offers the most competitive,
leading-edge specialty technologies, including RF, embedded
flash memory, emerging memory technologies, power
management, sensors, and display chips as well as advanced
packaging technologies such as the leading Integrated Fan-Out
(InFO) technology.
High performance computing platform: TSMC provides
customers with leading process technologies such as 5nm
FinFET, 7nm FinFET Plus, 7nm FinFET and 16nm FinFET, as well as
comprehensive IPs including high-speed interconnect IPs, to meet
customers’ high performance computing and communication
requirements. TSMC also offers multiple advanced packaging
technologies such as CoWoS®, InFO, and 3D IC technologies
to enable homogeneous and heterogeneous chip integration
to meet customers’ performance, power, and system footprint
requirements. TSMC will continue to optimize its high
performance computing platform offerings to help customers
capture market growth driven by data explosion and application
innovation.
Automotive electronics platform: TSMC offers industry’s leading
automotive technology to support the three megatrends – safety,
connectivity and green – in the automotive industry. TSMC is
also the industry leader in providing a robust automotive IP
ecosystem, which covers 16nm FinFET first and extends to 7nm
FinFET, for advanced driver-assistance systems (ADAS), the most
computation demanding system in the automotive industry. In
addition to the advanced logic technology platform, TSMC offers
broad and competitive specialty technologies, including 40nm
embedded flash memory, 28nm and 22nm mmWave RF, high
sensitivity CMOS Image/LiDAR sensors, and power management
IC technologies. All these automotive technologies are applied
to TSMC’s automotive process qualification standards based on
AEC-Q100 standards.
Internet of Things platform: TSMC provides industry’s leading
and comprehensive ultra-low power (ULP) technology platform
to support innovations for IoT and wearable applications.
TSMC’s industry-leading offerings, including 55nm ULP, 40nm
ULP, 28nm ULP, 22nm ULP/Ultra-low leakage (ULL), have been
widely adopted by various IoT and wearable applications. TSMC
also extends its low Vdd (Low Operating Voltage) offerings for
extreme low-power applications. To support the ever-increasing
demand in IoT edge computing and wireless connectivity, TSMC
also offers the most competitive and comprehensive leading-
edge specialty technologies in RF, embedded flash memory,
emerging memory, sensors, and display chips, as well as multiple
advanced packaging technologies including leading InFO
technology.
TSMC continually strengthens its core competitiveness and
deploys both short-term and long-term technology and business
development plans, and assists customers in taking on the
challenges of short product cycles and intense competition in the
electronic products market to meet ROI and growth objectives.
• Short-Term Semiconductor Business Development Plan
1. Substantially ramp up the business and sustain advanced
technology market share with continually increased capacity
and R&D investments.
2. Maintain mainstream technology market share by expanding
business to new customers and market segments with off-
the-shelf technologies.
3. Continue to enhance the competitive advantages of
TSMC’s platforms in mobile, high performance computing,
automotive electronics, and IoT design ecosystems so as to
expand TSMC’s dedicated foundry services in these product
applications.
4. Further expand TSMC’s business and service infrastructure
into emerging and developing markets.
• Long-Term Semiconductor Business Development Plan
1. Continue developing leading-edge technologies at a pace
consistent with Moore’s Law.
2. Broaden specialty business contributions by further
developing derivative technologies.
3. Provide more integrated services, covering system-level
integration design, design technology definition, design tool
preparation, wafer processing, and backend services, all of
which deliver more value to customers through optimized
solutions.
14
15
2.3 Organization
2.3.1 Organization Chart
Audit Committee
Compensation
Committee
Shareholders’ Meeting
Board of Directors,
Chairman,
Vice Chairman
As of 02/28/2019
CEO Office
Internal Audit
Operations,
Research and Development,
Europe & Asia Sales,
North America,
Business Development,
Corporate Planning Organization,
Corporate Strategy Office,
Quality and Reliability,
Information Technology /
Materials Management and Risk Management,
Finance,
Legal,
Human Resources
Information Technology
• Integration of the Company’s technology and business IT
systems; infrastructure development, communication services
and assurance of IT security and service quality, enabling
organizations to apply Big Data and Machine Learning to
improve the Company’s productivity and accelerate R&D
delivery
Materials Management and Risk Management
• Procurement, warehousing, import and export, and logistics
support; also environmental protection, industrial safety,
occupational health, and risk management
Internal Audit
• Inspection and review of TSMC’s internal control system,
its adequacy in design and effectiveness in operation with
independent risk assessment to ensure compliance with
TSMC’s policies and procedures as well as with external
regulations
Finance and Spokesperson
• Corporate finance, accounting, operation resources planning
and corporate communications; with the head of the
organization also serving as Company spokesperson
Legal
• Corporate legal affairs including regulatory compliances,
commercial transactions, patents and management of other
intellectual properties, litigation, etc.
Human Resources
• Personnel, management and organizational development, as
well as proprietary information protection and physical security
management
2.3.2 Major Corporate Functions
Operations
• Operations including all fabs in Taiwan and overseas,
and manufacturing technology development; product
development, specialty technology development, advanced
packaging technology development, production and service
integrations, and support and service for customers in Asia,
Europe, and North America
Research and Development
• Advanced technology development, exploratory research, as
well as design and technology platform development
Europe & Asia Sales
• Sales, market development, technical marketing, field technical
support and service, and business operations for customers in
Europe and Asia, including China, Japan, Korea and Taiwan
North America
• Sales, market development, field technical solutions and
business operations for customers in North America
Business Development
• Business development identifies market directions and new
applications that shape the technology roadmap and portfolios
for the Company. It also provides key support in strengthening
customer relationship along with the company branding
management
Corporate Planning Organization
• Planning for production and demand; the integration of
business processes, corporate pricing, market analysis and
forecasting
Corporate Strategy Office
• Corporate strategy formation and implementation
Quality and Reliability
• Assurance of the quality and reliability of the Company’s
products via resolving reliability issues at new technology
development stage, improving and managing product quality
at production stage, providing solutions to resolve customers’
quality related issues and providing services for advanced
materials and failure analysis
16
17
2.4 Board Members
2.4.1 Information Regarding Board Members
Title/Name (Note 1)
Gender
Nationality
or Place of
registration
Date Elected
Term Expires
Date First
Elected
Male
U.S.
06/05/2018
06/04/2021
06/08/2017
12,913,114
0.05%
12,913,114
0.05%
Shareholding When Elected
Current Shareholding
Spouse & Minor Shareholding
Selected Education, Past Positions & Current Positions at Non-profit Organizations
Shares
%
Shares
%
Shares
-
%
-
As of 02/28/2019
Selected Current Positions at TSMC and
Other Companies
Bachelor Degree in Electrical Engineering, National Taiwan University
Master Degree and Ph.D. in Electrical Engineering & Computer Science, University of California, Berkeley
None
Former President, Worldwide Semiconductor Manufacturing Corp.
Former Senior Vice President, Advanced Technology Business, TSMC
Former Senior Vice President, Operations, TSMC
Former Executive Vice President and Co-Chief Operating Officer, TSMC
Former President and Co-CEO, TSMC
Male
R.O.C.
06/05/2018
06/04/2021
06/08/2017
7,179,207
0.03%
7,179,207
0.03%
261
0.00%
Bachelor and Master Degrees in Electrical Engineering, National Chiao Tung University
Ph.D. in Electrical Engineering, Yale University
CEO, TSMC
Male
R.O.C.
06/05/2018
06/04/2021
05/13/1997
34,472,675
0.13%
34,472,675
0.13%
132,855
0.00%
Former Senior Vice President, Chartered Semiconductor Manufacturing Ltd.
Former Senior Vice President, Mainstream Technology Business, TSMC
Former Senior Vice President, Business Development, TSMC
Former Executive Vice President and Co-Chief Operating Officer, TSMC
Former President and Co-CEO, TSMC
Chairman, Taiwan Semiconductor Industry Association (TSIA)
Director, TSMC Charity Foundation
Bachelor Degree in Electrical Engineering, National Chengkung University
Master Degree in Electrical Engineering, National Chiao Tung University
Ph.D. in Electrical Engineering, National Chengkung University
Honorary Ph.D., National Chiao Tung University
Honorary Ph.D., National Tsing Hua University
Former President, Vanguard International Semiconductor Corp.
Former President, TSMC
Former Deputy CEO, TSMC
Former Vice Chairman, TSMC
Former Director, National Culture and Arts Foundation, R.O.C.
Chairman, TSMC Education and Culture Foundation
Director, Cloud Gate Culture and Arts Foundation
Chairman of:
- TSMC China Company Ltd. (a nonpublic company)
- Global UniChip Corp.
Vice Chairman, Vanguard International Semiconductor
Corp.
Independent Director, Chairman of Audit Committee &
Compensation Committee member, Acer Inc.
06/05/2018
06/04/2021
12/10/1986
1,653,709,980
6.38%
1,653,709,980
6.38%
Female
R.O.C.
11/07/2017
(Note 6)
Chairman
Mark Liu
(Note 2)
Vice Chairman
C.C. Wei
(Note 3)
Director
F.C. Tseng
(Note 4)
Director
National Development Fund, Executive Yuan
(Note 5)
Representative:
Mei-ling Chen
-
-
-
-
-
-
-
-
-
-
-
-
-
LL.B., National Chengchi University
LL.M., National Taiwan University
LL.D., National Chengchi University
None
Former Director General, Department of Legal Affairs, Ministry of Justice, R.O.C.
Former Chairperson of Legal Affairs Committee & concurrently Chairperson of Petitions and Appeals
Committee, Executive Yuan, R.O.C.
Former Deputy Secretary-General, Executive Yuan, R.O.C.
Former Secretary-General, Tainan City Government, R.O.C.
Former Secretary-General, Executive Yuan, R.O.C.
Former Associate Professor, Department of Law, Chinese Culture University
Minister without Portfolio, Executive Yuan & concurrently Minister, National Development Council, R.O.C.
-
Bachelor Degree in Engineering, Loughborough University
Honours Degree in Engineering, Loughborough University
Former Chairman and CEO, ICL Plc
Former CEO and Chairman of the Executive Committee, British Telecommunications Plc
Former Vice President, the British Quality Foundation
Former Director, Mentor Graphics Corp., U.S.
Former Director, Sony Corp., Japan
Former Director, L.M. Ericsson, Sweden
Former Chairman, GlobalLogic Inc., U.S. (a nonpublic company)
Former Senior Advisor to Hampton Group, London
Fellow of the Royal Academy of Engineering
Chair of Council and Senior Pro-Chancellor, Loughborough University, UK
Board Member, EastWest Institute, New York
Chairman, NXP Semiconductors N.V., the Netherlands
Member, The Longreach Group Advisory Board, HK
Board Mentor, CMi, UK
Senior Advisor to Alix Partners, London
(Continued)
19
Independent Director
Sir Peter L. Bonfield
Male
UK
06/05/2018
06/04/2021
05/07/2002
18
Title/Name (Note 1)
Gender
Nationality
or Place of
registration
Date Elected
Term Expires
Date First
Elected
Shares
%
Shares
%
Shareholding When Elected
Current Shareholding
Spouse & Minor Shareholding
Independent Director
Stan Shih
Male
R.O.C.
06/05/2018
06/04/2021
04/14/2000
1,480,286
0.01%
1,480,286
0.01%
Shares
16,116
%
0.00%
Selected Education, Past Positions & Current Positions at Non-profit Organizations
Selected Current Positions at TSMC and
Other Companies
BSEE & MSEE, National Chiao Tung University
Honorary EE Ph.D., National Chiao Tung University
Honorary Doctor of Technology, The Hong Kong Polytechnic University
Honorary Fellowship, University of Wales, Cardiff, UK
Honorary Doctor of International Law, Thunderbird, American Graduate School of International Management, U.S.
Director & Honorary Chairman, Acer Inc.
Director of:
- Egis Technology Inc.
- Nan Shan Life Insurance Co., Ltd. (a non-listed
company)
Independent Director
Kok-Choo Chen
Female
R.O.C.
06/05/2018
06/04/2021
06/09/2011
-
-
-
-
5,120
0.00%
Co-Founder, Chairman Emeritus, Acer Group
Former Chairman & CEO, Acer Group
Former Director, Qisda Corp.
Former Director, Wistron Corp.
Former Chairman, National Culture and Arts Foundation, R.O.C.
Director, Public Television Service Foundation, R.O.C.
Council member of Asian Corporate Governance Associate (ACGA)
Chairman, Stans Foundation
Chairman, Cloud Gate Culture and Arts Foundation
Inns of Court School of Law, England
Barrister-at-law, England
Advocate & Solicitor, Singapore
Attorney-at-law, California, U.S.
Lawyer, Tan, Rajah & Cheah, Singapore, 1969-1970
Lawyer, Sullivan & Cromwell, New York, U.S., 1971-1974
Lawyer, Heller, Erhman, White & McAuliffe, San Francisco, California, U.S., 1974-1975
Partner, Ding & Ding Law Offices, Taiwan, 1975-1988
Partner, Chen & Associates Law Offices, Taiwan, 1988-1992
Vice-President, Echo Publishing, Taiwan, 1992-1995
President, National Culture and Arts Foundation, R.O.C., 1995-1997
Senior Vice-President & General Counsel, TSMC, 1997-2001
Founder & Executive Director of Taipei Story House, 2003-2015
Advisor, Executive Yuan, R.O.C., 2009-2016
Director, National Culture and Arts Foundation, R.O.C., 2011-2016
Chairman, National Performing Arts Center, 2014-2017
Lecturer, Nanyang University, Singapore, 1970-1971
Associate Professor, Soochow University, 1981-1998
Chair Professor, National Tsing Hua University, 1999-2002
Professor, National Chengchi University, 2001-2004
Professor, Soochow University, 2001-2008
Founder and Executive Director, Museum207 (located in Taipei)
Director, Republic of China Female Cancer Foundation
Independent Director
Michael R. Splinter
Male
U.S.
06/05/2018
06/04/2021
06/09/2015
-
-
-
-
-
-
Bachelor and Master Degrees in Electrical Engineering, University of Wisconsin Madison
Honorary Ph. D in Engineering, University of Wisconsin Madison
Former Executive Vice President of Technology and Manufacturing group, Intel Corp.
Former Executive Vice President of Sales and Marketing, Intel Corp.
Former CEO, Applied Materials, Inc.
Former Chairman, Applied Materials, Inc.
Former Director, The NASDAQ OMX Group, Inc.
Former Director, Silicon Valley Leadership Group
Former Director, Semiconductor Equipment and Materials International (SEMI)
Director, University of Wisconsin Foundation
Chairman of the Board, US-Taiwan Business Council
Remarks:
1. No member of the Board of Directors held TSMC shares by nominee arrangement.
2. No member of the Board of Directors had a spouse or relative within two degrees of consanguinity serving as a manager or director at TSMC.
Note 1: Founder and former Chairman Dr. Morris Chang retired after the Annual Shareholders’ Meeting on June 5, 2018. Mr. Thomas J. Engibous resigned as an Independent Director due to health
reasons, effective January 1, 2019.
Note 2: Dr. Mark Liu was elected by the Board of Directors as Chairman on June 5, 2018.
Note 3: Dr. C.C. Wei was elected by the Board of Directors as Chief Executive Officer (CEO) and Vice Chairman on June 5, 2018.
Note 4: Former Vice Chairman Dr. F.C. Tseng is Director effective June 5, 2018.
Note 5: Major Shareholder of TSMC’s Director that is an Institutional Shareholder.
Director that is an Institutional Shareholder of TSMC
Top 10 Shareholders
National Development Fund, Executive Yuan
Not Applicable
Major Institutional shareholders of National Development Fund: Not Applicable.
Note 6: Ms. Mei-ling Chen was appointed as the representative of National Development Fund on November 7, 2017.
- Chinese Television System Inc. (a non-listed company)
- Digitimes Inc. (a nonpublic company)
None
Chairman of the Board, NASDAQ, Inc.
Director of:
- Meyer Burger Technology Ltd., Switzerland
- Pica8, Inc., U.S. (a nonpublic company)
- Gogoro Inc., Cayman Islands (a nonpublic company)
General Partner, WISC Partners LP
20
21
2.4.2 Remuneration Paid to Directors (Note 1)
Director's Remuneration
Base Compensation (A)
Severance Pay and
Pensions (B)
(Note 6)
Compensation to
Directors (C)
Allowances (D)
(Note 7)
(A+B+C+D) as a % of
Net Income
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
Compensation Earned by a Director Who is an Employee of TSMC or
of TSMC’s Consolidated Entities
Base Compensation, Bonuses,
and Allowances (E) (Note 7)
Severance Pay and Pensions
(F) (Note 6)
Employees’ Profit Sharing Bonus (G)
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
Unit: NT$
Title/Name
Founder and Former Chairman
Morris Chang (Note 2)
Chairman
Mark Liu (Note 3)
Vice Chairman
C.C. Wei (Note 4)
Director
F.C. Tseng (Note 5)
Director
National Development Fund,
Executive Yuan
Representative:
Mei-ling Chen
Independent Director
Sir Peter L. Bonfield
Independent Director
Stan Shih
Independent Director
Thomas J. Engibous
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
11,416,772
11,416,772
216,289
216,289
122,068,200
122,068,200
1,023,339
1,023,339
0.0384%
0.0384%
-
-
-
-
-
8,173,235
8,173,235
144,710
144,710
140,520,500
140,520,500
1,104,330
1,104,330
0.0427%
0.0427%
45,328,784
45,328,784
92,520
92,520
41,152,680
-
-
-
-
-
-
-
-
-
-
124,932,402
124,932,402
237,230
237,230
111,412,930
4,881,362
4,881,362
121,950
121,950
9,600,000
9,600,000
1,738,731
1,738,731
0.0047%
0.0047%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,600,000
9,600,000
14,494,240
14,494,240
12,000,000
12,000,000
14,494,240
14,494,240
12,000,000
12,000,000
14,494,240
14,494,240
-
-
-
-
-
-
-
-
-
-
-
-
0.0027%
0.0027%
0.0041%
0.0041%
0.0034%
0.0034%
0.0041%
0.0041%
0.0034%
0.0034%
0.0041%
0.0041%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
24,471,369
24,471,369
482,949
482,949
349,271,420
349,271,420
3,866,400
3,866,400
0.1077%
0.1077%
170,261,186
170,261,186
329,750
329,750
152,565,610
*Other than disclosure in the above table, Directors remunerations earned by providing services (e.g. providing consulting services as a non-employee) to TSMC and all consolidated entities in the 2018
financial statements: Advisor Fee to Dr. F.C. Tseng NT$9,347,601.
Note 1: Remuneration policies, standards/packages, procedures, the linkage to operating performance and future risk exposure: The base compensation for the Chairman, Vice-Chairman and directors are
determined in accordance with the procedures set forth in TSMC’s Articles of Incorporation. The Articles of Incorporation also provides that the compensation to directors shall be no more than
0.3% of annual profits and directors who also serve as executive officers of TSMC are not entitled to receive compensation to directors. The distribution of compensation to directors shall be made
in accordance with TSMC’s “Rules for Distribution of Compensation to Directors”.
Note 2: Founder and Former Chairman Dr. Morris Chang retired after the Annual Shareholders’ Meeting on June 5, 2018.
Note 3: Dr. Mark Liu was elected by the Board of Directors as Chairman on June 5, 2018. The data of “Director's Remuneration” is for the period from June 5 to December 31. The data of “Compensation
Earned by a Director Who is an Employee of TSMC” is for the period from January 1 to June 4 when he served as President and Co-CEO of TSMC.
Note 4: Dr. C.C. Wei was elected by the Board of Directors as Chief Executive Officer (CEO) and Vice Chairman on June 5, 2018.
Note 5: Former Vice Chairman Dr. F.C. Tseng is Director effective June 5, 2018. The data of “Base Compensation (A)” and “Severance Pay and Pensions (B)” are for the period from January 1 to June 5
when he served as Vice Chairman.
Note 6: Pensions funded according to applicable law. In accordance with TSMC Procedure of Retirement, the pension payment to Dr. Morris Chang amounts to NT$76,171,995.
Note 7: The above-mentioned figures include expenses for Company cars and gasoline reimbursement, but do not include compensation paid to Company drivers (totaled NT$5,796,206).
Note 8: Total remuneration paid to the directors from TSMC and from all consolidated entities in 2017, including their employee compensation, both accounted for 0.2435% of 2017 net income.
(A+B+C+D+E+F+G) as a % of
Net Income (Note 8)
From TSMC
From All
Consolidated
Entities
0.0384%
0.0384%
0.0674%
0.0674%
0.0674%
0.0674%
Compensation Paid
to Directors from
Non-consolidated
Affiliates
-
-
-
0.0047%
0.0047%
6,776,858
0.0027%
0.0027%
0.0041%
0.0041%
0.0034%
0.0034%
0.0041%
0.0041%
0.0034%
0.0034%
0.0041%
0.0041%
-
-
-
-
-
-
0.1997%
0.1997%
6,776,858
-
-
-
-
-
-
-
-
-
-
-
-
41,152,680
111,412,930
-
-
-
-
-
-
-
152,565,610
-
-
-
-
-
-
-
-
-
-
-
22
23
2.5 Management Team
2.5.1 Information Regarding Management Team
Title
Name
(Note 1)
Chief Executive Officer
C.C. Wei
Gender
Nationality
On-board Date
(Note 2)
Male
R.O.C.
02/01/1998
Shareholding
Spouse & Minor
Shares
7,179,207
%
0.03%
Shares
261
%
0.00%
Female
R.O.C.
06/01/1999
4,511,080
0.02%
2,230,268
0.01%
Male
R.O.C.
07/01/2004
1,444,127
0.01%
Male
U.S.
11/14/1997
-
-
-
-
-
-
Male
R.O.C.
01/01/1987
6,922,122
0.03%
2,193,107
0.01%
Male
R.O.C.
11/14/1994
1,000,419
0.00%
-
-
Male
R.O.C.
01/01/1987
12,518,018
0.05%
1,073,387
0.00%
Male
R.O.C.
02/11/1987
2,553,947
0.01%
160,844
0.00%
Male
R.O.C.
03/01/2000
1,925,180
0.01%
1,103,253
0.00%
Female
R.O.C.
10/01/2003
420,709
0.00%
-
-
Male
R.O.C.
12/15/1997
352,532
0.00%
60,802
0.00%
TSMC Shareholding by
Nominee Arrangement
(Shares)
Shares
-
-
-
-
-
-
-
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
As of 02/28/2019
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other
Title
None
Name
None
Relation
None
Education and Selected Past Positions
Selected Current Positions at Other Companies
Ph.D., Electrical Engineering, Yale University, U.S.
President and Co-Chief Executive Officer, TSMC
Executive Vice President and Co-Chief Operating Officer, TSMC
Senior Vice President, Business Development, TSMC
Senior Vice President, Mainstream Technology Business, TSMC
Senior Vice President, Chartered Semiconductor Manufacturing Ltd.
Master, Business Administration, National Taiwan University, Taiwan
Senior Director, Accounting, TSMC
Vice President & CFO, TI-Acer Semiconductor Manufacturing Corp.
Ph.D., Solid State Physics and Surface Chemistry, University of California, Berkeley, U.S.
Vice President, Research and Development, TSMC
Vice President, Manufacturing Technology Operations, TSMC
Vice President, Advanced Technology Business, TSMC
Vice President, Operations II, TSMC
Director, Advanced Technology Development and CTM Plant Manager, Intel Corp.
Bachelor, Engineering Technology, United States Military Academy at West Point, U.S.
Chief Executive Officer, TSMC North America
President of TSMC North America
Vice President of TSMC North America Account Management
Master, Electrical Engineering, National Cheng Kung University, Taiwan
Vice President, Product Development Operations, TSMC
Vice President, Advanced Technology and Business, TSMC
Senior Director, Product Engineering and Services, TSMC
Ph.D., Electrical Engineering, University of California, Los Angeles, U.S.
Vice President, Technology Development, TSMC
TSMC Senior Director, R&D Platform I Division, TSMC
Bachelor, Science, National Changhua University of Education, Taiwan
Vice President, Mainstream Fabs and Manufacturing Technology Operations, TSMC
Senior Director, Mainstream Fabs Operations, TSMC
Master, Chemical Engineering, National Cheng Kung University, Taiwan
Vice President, 300mm Fabs Operations, TSMC
Senior Director, 300mm fabs Operations, TSMC
Ph.D., Material Science, Massachusetts Institute of Technology, U.S.
Senior Director, Assembly Test Technology & Service, TSMC
Vice President, Operations, Vanguard International Semiconductor Corp.
Ph.D., Materials Science and Engineering, Cornell University, U.S.
Senior Director, Corporate Planning Organization, TSMC
None
None
None
Director and/or Supervisor, TSMC subsidiaries
President, TSMC subsidiaries
None
None
None
None
None
None
None
Director, TSMC subsidiary
None
None
None
None
None
None
None
None
None
Director
Wayne Yeh
brother in law
None
None
None
Director, TSMC subsidiaries
None
None
None
None
None
None
None
None
None
None
None
None
Ph.D., Electrical Engineering, Syracuse University, U.S.
Vice President, Design and Technology Platform, TSMC
Senior Director, Design and Technology Platform, TSMC
Director, TSMC subsidiaries
Director, TSMC affiliate
President, TSMC subsidiaries
Female
R.O.C.
03/20/1995
700,285
0.00%
69,112
0.00%
384,000
0.00%
Master of Comparative Law, School of Law, University of Iowa
Attorney-at-law, Taiwan
Associate General Counsel, TSMC
Senior Associate, Taiwan International Patent and Law Office (TIPLO)
Director and/or Supervisor, TSMC subsidiaries
None
None
None
(Continued)
25
Senior Vice President,
Chief Financial Officer/ Spokesperson
Finance, Europe & Asia Sales
Lora Ho
Senior Vice President
Research and Development/ Technology
Development
Wei-Jen Lo
Senior Vice President
Corporate Strategy Office
Rick Cassidy
Senior Vice President
Operations/ Product Development
Y.P. Chin
Senior Vice President
Research and Development/ Technology
Development
Y.J. Mii
Senior Vice President
Information Technology and Materials
Management & Risk Management
J.K. Lin
Senior Vice President
Operations/ Fab Operations
J.K. Wang
Vice President
Quality and Reliability
N.S. Tsai
Vice President
Corporate Planning Organization
Irene Sun
Vice President
Research and Development/ Technology
Development
Cliff Hou
Vice President and General Counsel
Legal
Sylvia Fang
24
Title
Name
(Note 1)
Vice President
Human Resources
Connie Ma
Vice President
Operations/ Fab Operations
Y.L. Wang
Vice President
Research and Development/ Integrated
Interconnect & Packaging
Doug Yu
Vice President and TSMC Fellow
Operations/ Product Development/
More-than-Moore Technologies
Alexander Kalnitsky
Vice President
Business Development
Kevin Zhang
Vice President and TSMC Fellow
Operations/ Product Development
T.S. Chang (Note 3)
Vice President
Research and Development/ Technology
Development/ N3 Platform Development
Division
Michael Wu (Note 3)
Vice President
Research and Development/ Technology
Development/ Pathfinding
Min Cao (Note 3)
Vice President
Research and Development/
Corporate Research
H.-S. Philip Wong (Note 4)
Vice President
Operations/ Product Development/
Advanced Packaging Technology and
Service
Marvin Liao (Note 5)
Vice President
Operations/ Fab Operations/ Fab 15B
Y.H. Liaw (Note 6)
Gender
Nationality
On-board Date
(Note 2)
Female
R.O.C.
06/01/2014
Shareholding
Spouse & Minor
Shares
117,000
%
0.00%
Shares
-
%
-
Male
R.O.C
06/01/1992
218,535
0.00%
1,135,529
0.00%
Male
R.O.C.
12/28/1994
225,000
0.00%-
Male
U.S.
06/15/2009
Male
U.S.
11/01/2016
-
-
-
-
Male
R.O.C.
02/06/1995
200,781
0.00%
-
-
-
-
-
-
-
-
Male
R.O.C.
12/09/1996
478,501
0.00%
194,943
0.00%
Male
U.S.
07/29/2002
363,152
0.00%
4,470
0.00%
Male
U.S.
07/02/2018
-
-
Male
R.O.C.
06/06/2002
50,485
0.00%
Male
R.O.C.
08/03/1988
370,000
0.00%
-
-
-
-
-
-
TSMC Shareholding by
Nominee Arrangement
(Shares)
Shares
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Education and Selected Past Positions
Selected Current Positions at Other Companies
EMBA, International Business Management, National Taiwan University
Director of Human Resources, TSMC
Senior Vice President of Global Human Resources, Trend Micro Inc.
None
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other
Title
None
Name
None
Relation
None
Ph.D., Electrical Engineering, National Chiao Tung University, Taiwan
Vice President, Technology Development, TSMC
Vice President, Fab 14B Operations, TSMC
Senior Director, Fab 14B Operations, TSMC
PhD, Materials Engineering, Georgia Institute of Technology, USA
Senior Director of Integrated Interconnect & Packaging Division in R&D, TSMC
PhD, Electrical Engineering, Carleton University, Canada
Senior Director of More-than-Moore Technologies Division in R&D, TSMC
PhD, Electrical Engineering, Duke University, USA
Vice President, Design and Technology Platform, TSMC
Vice President, Technology and Manufacturing Group, Intel Corp.
PhD, Electrical Engineering, National Tsing Hua University
Vice President, Fab 12B Operations, TSMC
Senior Director, Fab 12B Operations, TSMC
PhD, Electrical Engineering, University of Wisconsin-Madison, USA
Senior Director of N3 Platform Development Division in R&D, TSMC
PhD, Physics, Stanford University, USA
Senior Director of Pathfinding Division in R&D, TSMC
PhD, Electrical Engineering, Lehigh University, U.S.
Willard R. and Inez Kerr Bell Professor in the School of Engineering, Stanford University
Senior Manager, IBM Research
Director, TSMC subsidiary
Director, TSMC affiliate
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
220,000
0.00%
PhD, Materials Science, University of Texas-Arlington, U.S.
Senior Director, Backend Technology and Service Operations, TSMC
Vice President, Chartered Semiconductor Manufacturing Ltd.
420,000
0.00%
Master of Chemical Engineering, National Tsing Hua University
Senior Director, Fab 15B Operations, TSMC
Note 1: Senior Vice President and Chief Information Officer Dr. Stephen T. Tso retired, effective March 1, 2018. Vice President and Chief Technology Officer Dr. Jack Sun retired, effective August 1, 2018.
Vice President M.C. Tzeng retired, effective November 1, 2018. Vice President Dr. Been-Jon Woo retired, effective January 1, 2019.
Note 2: On-board date means the official date joining TSMC.
Note 3: Dr. T.S. Chang, Dr. Michael Wu and Dr. Min Cao were promoted to Vice President, effective February 13, 2018.
Note 4: Dr. H.-S. Philip Wong was promoted to Vice President, effective August 14, 2018.
Note 5: Dr. Marvin Liao was promoted to Vice President, effective November 13, 2018.
Note 6: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019.
26
27
2.5.2 Compensation Paid to CEO and Vice Presidents (Note 1)
Unit: NT$
Salary (A)
Severance Pay and Pensions (B)
(Note 7)
Bonuses and Allowances (C)
(Note 8)
Employees’ Profit Sharing Bonus (D)
Title
Chief Executive Officer
Name
C.C. Wei
Senior Vice President, Chief Financial Officer/ Spokesperson
Lora Ho
Senior Vice President and Chief Information Officer
Stephen T. Tso (Note 2)
From TSMC
9,489,190
5,546,520
From All
Consolidated
Entities
9,489,190
5,546,520
From TSMC
237,230
138,663
From All
Consolidated
Entities
237,230
138,663
From TSMC
From All
Consolidated
Entities
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
115,443,212
115,443,212
111,412,930
46,733,828
46,733,828
45,165,372
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Vice President
Vice President and Chief Technology Officer
Vice President
Vice President
Vice President
Vice President
Vice President and General Counsel
Vice President
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
Vice President and TSMC Fellow
Vice President
Vice President
Vice President
Vice President
Vice President
Total (Note 10)
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
M.C. Tzeng (Note 2)
Jack Sun (Note 2)
N.S. Tsai
Irene Sun
Cliff Hou
Been-Jon Woo (Note 2)
83,846,866
96,724,358
2,089,955
2,430,964
528,905,242
614,642,918
489,485,137
Sylvia Fang
Connie Ma
Y.L. Wang
Doug Yu
Alexander Kalnitsky
Kevin Zhang
T.S. Chang (Note 3)
Michael Wu (Note 3)
Min Cao (Note 3)
H.-S. Philip Wong (Note 4)
Marvin Liao (Note 5)
Y.H. Liaw (Note 6)
(A+B+C+D) as a % of
Net Income (Note 9)
From TSMC
From All
Consolidated
Entities
0.0674%
0.0278%
0.0674%
0.0278%
Compensation Received from
Non-consolidated Affiliates
-
-
0.3145%
0.3427%
100,000
-
-
-
111,412,930
45,165,372
489,485,137
-
-
-
98,882,576
111,760,068
2,465,848
2,806,857
691,082,282
776,819,958
646,063,439
-
646,063,439
-
0.4097%
0.4379%
100,000
Note 1: Compensation policy, standards/packages, procedures, the linkage to operating performance and future risk exposure: The total compensation paid to the executive officers is decided based
on their job responsibility, contribution, company performance and projected future risks the Company will face. It is reviewed by the Compensation Committee then submitted to the Board of
Directors for approval.
Note 2: Senior Vice President and Chief Information Officer Dr. Stephen T. Tso retired, effective March 1, 2018. Vice President and Chief Technology Officer Dr. Jack Sun retired, effective August 1, 2018.
Vice President M.C. Tzeng retired, effective November 1, 2018. Vice President Dr. Been-Jon Woo retired, effective January 1, 2019.
Note 3: Dr. T.S. Chang, Dr. Michael Wu and Dr. Min Cao were promoted to Vice President, effective February 13, 2018.
Note 4: Dr. H.-S. Philip Wong was promoted to Vice President, effective August 14, 2018.
Note 5: Dr. Marvin Liao was promoted to Vice President, effective November 13, 2018.
Note 6: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019. Therefore, his 2018 compensation data is not disclosed.
Note 7: Pensions funded according to applicable law. In accordance with TSMC Procedure of Retirement, the pension payment to Dr. Stephen T. Tso, Mr. M.C. Tzeng, Dr. Jack Sun and Dr. Been-Jon Woo
amounts to NT$60,776,545.
Note 8: The above-mentioned figures include the expense for the employees' cash bonuses distributed in June, August, November 2018 & February 2019, Company cars and gasoline reimbursement, but
do not include compensation paid to Company drivers (totaled NT$351,672).
Note 9: Total compensation paid to the executive officers from TSMC in 2017 accounted for 0.4820% of 2017 net income. Total compensation paid to the executive officers from all consolidated entities
in 2017 accounted for 0.5109% of 2017 net income.
Note 10: These amounts do not include Dr. Mark Liu’s compensation for the period from January 1 to June 4 when he served as President and Co-CEO of TSMC (please refer to “2.4.2 Remuneration Paid
to Directors” on page 23 of this Annual Report for the “Compensation Earned by a Director Who is an Employee of TSMC”). Including Dr. Mark Liu’s January 1 to June 4 compensation as President
and Co-CEO, the total compensation paid to the executive officers from TSMC in 2018 accounted for 0.4343% of 2018 net income, and the total compensation paid to the executive officers from
all consolidated entities in 2018 accounted for 0.4625% of 2018 net income.
Compensation Paid to CEO and Vice Presidents
NT$0 ~ NT$1,999,999
NT$2,000,000 ~ NT$4,999,999
NT$5,000,000 ~ NT$9,999,999
From TSMC
Rick Cassidy
None
Marvin Liao
NT$10,000,000 ~ NT$14,999,999
H.-S. Philip Wong
NT$15,000,000 ~ NT$29,999,999
Stephen T. Tso
2018
From All Consolidated Entities and Non-consolidated Affiliates
None
None
Marvin Liao
H.-S. Philip Wong
Stephen T. Tso
NT$30,000,000 ~ NT$49,999,999
Jack Sun, Irene Sun, Been-Jon Woo, Connie Ma, Y.L. Wang, Doug Yu,
T.S. Chang, Michael Wu, Min Cao
Jack Sun, Irene Sun, Been-Jon Woo, Connie Ma, Y.L. Wang, Doug Yu,
T.S. Chang, Michael Wu, Min Cao
NT$50,000,000 ~ NT$99,999,999
Lora Ho, Y.P. Chin, Y.J. Mii, M.C. Tzeng, N.S. Tsai, J.K. Lin, J.K. Wang,
Cliff Hou, Sylvia Fang, Alexander Kalnitsky, Kevin Zhang
Lora Ho, Rick Cassidy, Y.P. Chin, Y.J. Mii, M.C. Tzeng, N.S. Tsai, J.K. Lin,
J.K. Wang, Cliff Hou, Sylvia Fang, Alexander Kalnitsky, Kevin Zhang
Over NT$100,000,000
C.C. Wei, Wei-Jen Lo
Total
26
C.C. Wei, Wei-Jen Lo
26
28
29
2.5.3 Employees’ Profit Sharing Bonus Paid to Management Team
Unit: NT$
Title
Chief Executive Officer
Senior Vice President, Chief Financial Officer/ Spokesperson
Name
C.C. Wei
Lora Ho
Senior Vice President and Chief Information Officer
Stephen T. Tso (Note 1)
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Vice President
Vice President and Chief Technology Officer
Vice President
Vice President
Vice President
Vice President
Vice President and General Counsel
Vice President
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
Vice President and TSMC Fellow
Vice President
Vice President
Vice President
Vice President
Vice President
Total (Note 6)
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
M.C. Tzeng (Note 1)
Jack Sun (Note 1)
N.S. Tsai
Irene Sun
Cliff Hou
Been-Jon Woo (Note 1)
Sylvia Fang
Connie Ma
Y.L. Wang
Doug Yu
Alexander Kalnitsky
Kevin Zhang
T.S. Chang (Note 2)
Michael Wu (Note 2)
Min Cao (Note 2)
H.-S. Philip Wong (Note 3)
Marvin Liao (Note 4)
Y.H. Liaw (Note 5)
Note 1: Senior Vice President and Chief Information Officer Dr. Stephen T. Tso retired, effective March 1, 2018. Vice President and Chief Technology Officer Dr. Jack Sun retired, effective August 1, 2018.
Vice President M.C. Tzeng retired, effective November 1, 2018. Vice President Dr. Been-Jon Woo retired, effective January 1, 2019.
Note 2: Dr. T.S. Chang, Dr. Michael Wu and Dr. Min Cao were promoted to Vice President, effective February 13, 2018.
Note 3: Dr. H.-S. Philip Wong was promoted to Vice President, effective August 14, 2018.
Note 4: Dr. Marvin Liao was promoted to Vice President, effective November 13, 2018.
Note 5: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019. Therefore, his 2018 compensation data is not disclosed.
Note 6: Excluding the amount NT$41,152,680 paid to Dr. Mark Liu for the period from January 1 to June 4 when he served as President and Co-CEO of TSMC (please refer to “2.4.2 Remuneration Paid to
Directors” on page 23 of this Annual Report for the “Compensation Earned by a Director Who is an Employee of TSMC”). Including Dr. Mark Liu’s January 1 to June 4 compensation as President
and Co-CEO, the total amount paid to the executive officers in 2018 was NT$687,216,119, accounted for 0.1957% of 2018 net income.
Stock
(Fair Market Value)
Cash
Total Employees’ Profit Sharing Bonus
Total Employees’ Profit Sharing Bonus Paid
to Management Team as a % of Net Income
-
-
-
-
111,412,930
45,165,372
111,412,930
45,165,372
0.0317%
0.0129%
489,485,137
489,485,137
0.1394%
646,063,439
646,063,439
0.1840%
30
31
Corporate Governance
3.1 Overview
3
TSMC advocates and acts upon the principles of operational transparency and respect for shareholder rights. We believe that the basis
for successful corporate governance is a sound and effective Board of Directors. In line with this principle, the TSMC Board delegates
various responsibilities and authority to two Board Committees, Audit Committee and Compensation Committee. Each Committee has a
written charter approved by the Board. Each Committee’s chairperson regularly reports to the Board on the activities and actions of the
relevant committee.
2018 Corporate Governance Awards and Ratings
Organization
Awards
Dow Jones Sustainability Indices (DJSI)
Dow Jones Sustainability World Index for the 18th consecutive year
Dow Jones Sustainability Emerging Markets Index
MSCI ESG Indexes
FTSE4Good Index
Thomson Reuters
Nikkei
IR Magazine
FORTUNE
MSCI ACWI ESG Leaders Index component
MSCI ACWI SRI Index component
FTSE4Good Emerging Index component
FTSE4Good TIP Taiwan ESG Index component
Top 100 Global Technology Leaders
Nikkei Asia 300 Indexes
Best Investor Relations (Awards by region/Taiwan)
Fortune Global 500
Institutional Investor Magazine
Most Honored Company (Technology/Semiconductors) – All-Asia
Forbes
World’s Best Employers
CommonWealth Magazine
Corporate Social Responsibility Award
Asiamoney
Sustainalytics
Overall Most Outstanding Company in Taiwan
Most Outstanding Company in Taiwan – Semiconductors & Semiconductor Equipment Sector
Rated an ESG “Leader” within the Semiconductor Industry
Taiwan Institute of Sustainable Energy
The Most Prestigious Sustainability Awards – Top Ten Domestic Corporates
Taiwan Top 50 Corporate Responsibility Report Awards – IT & IC Manufacturing Industry
Taiwan Stock Exchange
Top 5% in Corporate Governance Evaluation of Listed Companies for the 4th consecutive year
33
3.2 Board of Directors
Board Structure
After having led the Company for over 31 years, TSMC’s Founder,
Dr. Morris Chang, retired from the Company after the Annual
Shareholders’ Meeting on June 5, 2018. At the meeting, TSMC
shareholders elected a new Board of Directors, which then
convened to elect Dr. Mark Liu as Chairman and Dr. C.C. Wei as
Chief Executive Officer (CEO) and Vice Chairman, completing the
transition of responsibilities.
As of the end of 2018, TSMC’s Board of Directors consists of
nine distinguished members with a great breadth of experience
as world-class business leaders or professionals. We deeply rely
on them for their diverse knowledge, personal perspectives,
and solid business judgment. Five of those nine members are
Independent Directors: former British Telecommunications Chief
Executive Officer, Sir Peter L. Bonfield; Co-Founder, Chairman
Emeritus of the Acer Group, Mr. Stan Shih; former Texas
Instruments Inc. Chairman of the Board, Mr. Thomas J. Engibous;
former Chairman of National Performing Arts Center and former
Advisor of Executive Yuan, R.O.C., Ms. Kok-Choo Chen; and
former Chairman of Applied Materials, Inc., Mr. Michael R.
Splinter. The number of Independent Directors exceeds 50% of
the total number of Directors, and two Directors are female. Mr.
Thomas J. Engibous resigned as Independent Director, Audit
Committee member and Compensation Committee member
of TSMC due to health reasons, effective January 1, 2019.
There will be a by-election for one Independent Director at
the 2019 Annual Shareholders’ Meeting. The Board approved
the nomination of Moshe N. Gavrielov as a candidate for
Independent Director at its meeting in the first quarter of 2019.
The number of Independent Directors will continue to exceed
50% of the total number of Directors.
Board Responsibilities
Inheriting the spirit of TSMC’s Founder, Dr. Morris Chang’s
philosophy on corporate governance, under the leadership
of Chairman Dr. Mark Liu and CEO & Vice Chairman Dr. C.C.
Wei, TSMC’s Board of Directors takes a serious and forthright
approach to its duties and is a dedicated, competent and
independent Board.
The Board’s primary duty is to supervise the Company’s
compliance with relevant laws and regulations, financial
transparency, timely disclosure of material information, and
maintaining of the highest integrity. TSMC’s Board of Directors
strives to perform these responsibilities through its Audit
Committee and the Compensation Committee, the hiring of
a financial expert consultant for the Audit Committee, and
coordination with our Internal Audit department.
The second duty of the Board of Directors is to evaluate the
management’s performance and to appoint and dismiss officers
of the Company when necessary. TSMC’s management has
maintained a healthy and functional communication with the
Board of Directors, has been devoted in executing guidance of
the Board, and is dedicated in running the business operations,
all to achieve the best interests for TSMC shareholders.
The third duty of the Board of Directors is to resolve important,
concrete matters, such as capital appropriations, investment
activities, dividends, etc.
The fourth duty of the Board of Directors is to provide guidance
to the management team of the Company. Quarterly, TSMC’s
management reports to the Board on a variety of subjects. The
management also reviews the Company’s business strategies
with the Board and updates TSMC’s Board on the progress of
those strategies, obtaining Board guidance as appropriate.
Selection and Election of Directors
TSMC envisions the membership of its esteemed Board of
Directors to be composed of highly ethical professionals with
the necessary knowledge, experience and understanding
from diverse backgrounds. TSMC envisions its Board to be
composed of as many independent directors as possible, and
the independence of each independent director candidate is also
considered and assessed under relevant laws. Therefore, TSMC
composes its Board with world-class candidates who are/were
international or local business leaders in the high-tech industry,
prestigious academics or other professionals excelling in their
chosen field of expertise.
Directors shall be elected pursuant to the candidate nomination
system specified in Article 192-1 of the R.O.C. Company Law.
The tenure of office for Directors shall be three years. The
independence of each independent director candidate is also
considered and assessed under relevant law such as the Taiwan
“Regulations Governing Appointment of Independent Directors
and Compliance Matters for Public Companies”. Under R.O.C.
law, in which TSMC was incorporated, any shareholders holding
one percent or more of our total outstanding common shares
may nominate their own candidate to stand for election as
a Board member. This democratic mechanism allows our
shareholders to become involved in the selection and nomination
process of Board candidates. The final slate of candidates
is put to the shareholders for voting at the relevant annual
shareholders’ meeting.
There are no limits on the number of terms that a director may
serve. We believe the Company benefits from the contributions
of directors who have over their years of dedicated service
acquired unique insights into the operations and financial
developments of the Company. The Company reviews the
appropriateness of each director’s continued service to ensure
there are new viewpoints available to the Board.
Directors’ Compensation
According to our Articles of Incorporation, not more than
0.3 percent of our annual profits (defined under local law)
after recovering any losses incurred in prior years, if any, may
be distributed as compensation to our directors. In addition,
directors who also serve as executive officers of the Company are
not entitled to receive any director compensation.
Directors’ Professional Qualifications and Independent Analysis
According to the relevant requirements set by Taiwan’s Securities and Futures Bureau, the professional qualifications and independence
status of the Company’s Board members are listed in the table below.
Meet the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience
Criteria (Note)
An Instructor or
Higher Position in
a Department of
Commerce, Law,
Finance, Accounting,
or Other Academic
Department Related
to the Business
Needs of the
Company in a Public
or Private Junior
College, College or
University
A Judge, Public
Prosecutor, Attorney,
Certified Public
Accountant, or
Other Professional or
Technical Specialists
Who Has Passed a
National Examination
and Been Awarded
a Certificate in a
Profession Necessary
for the Business of
the Company
Have Work
Experience in the
Area of Commerce,
Law, Finance, or
Accounting, or
Otherwise Necessary
for the Business of
the Company
1
2
3
4
5
6
7
8
9
10
Number of Other
Taiwanese Public
Companies
Concurrently
Serving as an
Independent
Director
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
0
0
0
1
0
0
0
0
Criteria
Name
Mark Liu
Chairman
C.C. Wei
Vice Chairman
Mei-ling Chen
Director
F.C. Tseng
Director
Sir Peter L. Bonfield
Independent Director
Stan Shih
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Note:
Directors, during the two years before being elected and during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:
1. Not an employee of the company or any of its affiliates;
2. Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any
subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary;
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one
percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the above persons in the preceding three subparagraphs;
5. Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company or ranks as of its top five
shareholders;
6. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company;
7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial,
accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, provided that this restriction does not apply to any member of the compensation committee
who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies whose Stock is Listed on the TWSE or
Traded on the GTSM”;
8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;
9. Not been a person of any conditions defined in Article 30 of the Company Law; and
10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
34
35
TSMC’s Audit Committee is empowered by its Charter to conduct
any study or investigation it deems appropriate to fulfill its
responsibilities. It has direct access to TSMC’s internal auditors,
the Company’s independent auditors, and all employees of the
Company. The Committee is authorized to retain and oversee
special legal, accounting, or other consultants as it deems
appropriate to fulfill its mandate. The Audit Committee Charter is
available on TSMC’s corporate website.
3.2.2 Compensation Committee
The Compensation Committee assists the Board in discharging
its responsibilities related to TSMC’s compensation and benefits
policies, plans and programs, and in the evaluation and
compensation of TSMC’s directors of the Board and executives.
The members of the Compensation Committee are appointed
by the Board as required by R.O.C. law. According to TSMC’s
Compensation Committee Charter, the Committee shall consist
of no fewer than three independent directors of the Board.
The Compensation Committee is comprised of all independent
directors, and the Board appointed former Chief Executive
Officer of Xilinx, Inc., Mr. Moshe N. Gavrielov, as a member of
the Compensation Committee on November 13, 2018. The
Chairman of the Board and the Chief Executive Officer are invited
by the Committee to attend all meetings and are excused from
the Committee’s discussion of their own compensation.
TSMC’s Compensation Committee is authorized by its Charter
to retain an independent consultant to assist in the evaluation
of CEO, or executive officer compensation. The Compensation
Committee Charter is available on TSMC’s corporate website.
3.2.1 Audit Committee
The Audit Committee assists the Board in fulfilling its oversight of
the quality and integrity of the accounting, auditing, reporting,
and financial control practices of the Company.
The Audit Committee is responsible to review the following
major matters:
• Financial reports;
• Auditing and accounting policies and procedures;
• Internal control systems and including related policies and
procedures;
• Material asset or derivatives transactions;
• Material lending funds, endorsements or guarantees;
• Offering or issuance of any equity-type securities;
• Derivatives and cash investments;
• Legal compliance;
• Related-party transactions and potential conflicts of interests
involving executive officers and directors;
• Ombudsman reports;
• Fraud prevention and investigation reports;
• IT security;
• Corporate risk management;
• Performance, independence, qualification of independent
auditor;
• Hiring or dismissal of an attesting CPA, or the compensation
given thereto;
• Appointment or discharge of financial, accounting, or internal
auditing officers;
• Assessment of Committee Charter and fulfillment of Audit
Committee duties; and
• Assessment of the Committee’s performance, etc.
Under R.O.C. law, the membership of Audit Committee shall
consist of all independent directors. TSMC’s Audit Committee
satisfies this statutory requirement. The Committee also engaged
a financial expert consultant in accordance with the rules of the
U.S. Securities and Exchange Commission. The Audit Committee
annually conducts self-evaluation to assess the Committee’s
performance and identify areas for further attention.
Compensation Committee Members’ Professional Qualifications and Independent Analysis
According to the relevant requirements set by Taiwan’s Securities and Futures Bureau, the professional qualifications and independence
status of the Company’s Compensation Committee members are listed in the table below.
Meet the Following Professional Qualification Requirements, Together with
at Least Five Years Work Experience
Criteria (Note 1)
Criteria
Name
Title
Michael R. Splinter
Independent Director
Sir Peter L. Bonfield
Independent Director
Stan Shih
Independent Director
Kok-Choo Chen
Independent Director
Moshe N. Gavrielov
(Note 2)
An Instructor or Higher
Position in a Department
of Commerce, Law,
Finance, Accounting,
or Other Academic
Department Related
to the Business Needs
of the Company in a
Public or Private Junior
College, College or
University
A Judge, Public
Prosecutor, Attorney,
Certified Public
Accountant, or Other
Professional or Technical
Specialists Who Has
Passed a National
Examination and Been
Awarded a Certificate in
a Profession Necessary
for the Business of the
Company
Have Work
Experience in the
Area of Commerce,
Law, Finance,
or Accounting,
or Otherwise
Necessary for the
Business of the
Company
1
2
3
4
5
6
7
8
Number of Other
Taiwanese Public
Companies
Concurrently
Serving as a
Compensation
Committee
Member
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
0
0
0
0
0
Note 1: Compensation Committee Members, during the two years before being elected or during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:
1. Not an employee of the company or any of its affiliates;
2. Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company,
or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary;
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of
one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the above persons in the preceding three subparagraphs;
5. Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company or ranks as of its top
five shareholders;
6. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company;
7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial,
accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof;
8. Not been a person of any conditions defined in Article 30 of the Company Law.
Note 2: The Board appointed Mr. Moshe N. Gavrielov (former Chief Executive Officer of Xilinx, Inc.) as a member of the Compensation Committee on November 13, 2018.
36
37
3.2.3 Director and Committees Members’ Attendance
Each Director is expected to attend every Board meeting and the committees meeting on which he or she serves. In 2018, the average
Board Meeting attendance rate was 86% and the attendance rate for the Audit Committee and Compensation Committee’s Meetings
were 80% and 75% respectively.
Board of Directors Meeting Status
TSMC’s Chairman of the Board of Directors convened four regular meetings and one special meeting in 2018. The directors’ attendance
status is as follows.
Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person (%)
Notes
Founder/Former Chairman
Morris Chang
Chairman
Vice Chairman
Director
Director
Mark Liu
C.C. Wei
National Development Fund, Executive Yuan
Representative: Mei-ling Chen
F.C. Tseng
Independent Director
Sir Peter L. Bonfield
Independent Director
Stan Shih
Independent Director
Thomas J. Engibous
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Annotations:
A. (1) Securities and Exchange Act §14-3 resolutions:
Meeting Dates
Resolution
2
5
5
3
5
5
5
1
4
5
0
0
0
2
0
0
0
4
1
0
100%
Retired (Note 1)
100%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
60%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
20%
Renewal of office (Note 1 and Note 2)
80%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
Any Independent Director
Had a Dissenting Opinion or
Qualified Opinion
2018 2nd Regular Meeting
June 5 & 6
2018 4th Regular Meeting
November 12 & 13
2019 1st Regular Meeting
February 18 & 19
• approving amendments to TSMC’s internal control related policies and procedures
None
• approving the proposed 2019 service fees and out-of-pocket expenses for Deloitte & Touche, TSMC’s independent
auditor
• approving amendments to TSMC’s “Procedures for Acquisition or Disposal of Assets”
• approving amendments to TSMC’s “Procedures for Financial Derivatives Transactions”
(2) There were no other written or otherwise recorded resolutions on which an independent director had a dissenting opinion or qualified opinion in 2018.
B. Recusals of Directors due to conflicts of interests in 2018: Directors recused themselves from the discussion and voting of their compensation resolution.
C. Measures taken to strengthen the functionality of the Board:
- Four of the eight current Directors are Independent Directors. The number of Independent Directors is 50% of the total number of Directors.
- The Chairman of the Board of Directors is not executive officer of the Company.
- TSMC Board delegates various responsibilities and authority to two Board Committees, Audit Committee and Compensation Committee. Each Committees chairperson regularly reports to the Board on the
activities and actions of the relevant committee.
Note 1: TSMC’s 14th Board of Directors was elected at TSMC’s Annual Shareholders’ Meeting on June 5, 2018. Their respective tenures are from June 5 2018 to June 4, 2021. TSMC’s Founder, Dr. Morris
Chang retired after the meeting.
Note 2: Mr. Thomas J. Engibous’ attendance rate in 2018 for TSMC’s Board and Committee meetings was affected by a personal medical condition that prevented him from traveling long distances.
Mr. Engibous participated in one special meeting held via video-conference. He received updates on important matters considered by the Board at the meetings he was unable to attend, which
allowed him to continue providing his insight to the Company throughout the year. Mr. Engibous resigned as Independent Director of TSMC due to health reasons, effective January 1, 2019.
Audit Committee Meeting Status
Sir Peter L. Bonfield, Chairman of the Audit Committee, convened four regular meetings and one special meeting in 2018. The
Committee members and consultant’s attendance status is shown in the following table. In addition to these meetings, the Committee
members and Financial Expert Consultant participated in three telephone conferences to discuss the Company’s Annual Report to be
filed with the Taiwan and U.S. authorities and investor conference materials with management.
Title
Chair
Member
Member
Member
Member
Name
Sir Peter L. Bonfield
Stan Shih
Thomas J. Engibous
Kok-Choo Chen
Michael R. Splinter
Financial Expert Consultant
J.C. Lobbezoo
Annotations:
A. (1) Resolutions related to Securities and Exchange Act §14-5:
Meeting Dates
Resolution
Attendance in
Person
By Proxy
Attendance Rate
in Person (%)
Telephone
Conferences
Attendance Rate
of Telephone
Conferences (%)
Notes
5
5
1
4
5
5
0
0
4
1
0
0
100%
100%
20%
80%
100%
100%
3
3
2
3
3
3
100%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
67%
Renewal of office (Note 1 and Note 2)
100%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
100%
None
Any Independent Director Had a
Dissenting Opinion or Qualified Opinion
None
2018 1st Regular Meeting
February 12
2018 2nd Regular Meeting
June 5
2018 3rd Regular Meeting
August 13
2018 4th Regular Meeting
November 12
2019 1st Regular Meeting
February 18
• approving the 2017 annual financial statements
• approving 2017 Statement of Internal Control System
• approving amendments to TSMC’s internal control related policies and procedures
• approving the 2018 second quarter financial statements
• approving the proposed 2019 service fees and out-of-pocket expenses for TSMC’s independent auditor
• approving the 2018 annual financial statements
• approving 2018 Statement of Internal Control System
• approving amendments to TSMC’s “Procedures for Acquisition or Disposal of Assets”
• approving amendments to TSMC’s “Procedures for Financial Derivatives Transactions”
(2) There was no other resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors in 2018.
B. There were no recusals of independent directors due to conflicts of interests in 2018.
C. Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors in 2018 (which should include the material items, channels, and results of the audits
on the corporate finance and/or operations, etc.):
(1) The internal auditors have sent the audit reports to the members of the Audit Committee periodically, and presented the findings of all audit reports in the quarterly meetings of the
Audit Committee. The head of Internal Audit will immediately report to the members of the Audit Committee any material matters. During 2018, the head of Internal Audit did not
report any such material matters. The communication channel between the Audit Committee and the internal auditor functioned well.
(2) The Company’s independent auditors have presented the findings of their quarterly review or audits on the Company’s financial results. Under applicable laws and regulations,
the independent auditors are also required to immediately communicate to the Audit Committee any material matters that they have discovered. During 2018, the Company’s
independent auditors did not report any irregularity. The communication channel between the Audit Committee and the independent auditors functioned well.
The communications between the independent directors, the internal auditors, and the independent auditors are listed in the table below.
Communications between the Independent Directors and
the Internal Auditors
Communications between the Independent Directors and the Independent
Auditors
Meeting Dates
2018 1st Regular Meeting
February 12
• reviewing the Internal Auditor’s report (closed door)
• reviewing report on SOX 404 self-testing results for the year 2017
• reviewing and approving 2017 Statement of Internal Control System
2018 2nd Regular Meeting
June 5
• reviewing the Internal Auditor’s report (closed door)
• reviewing and approving amendments to TSMC’s internal control
related policies and procedures
2018 3rd Regular Meeting
August 13
• reviewing the Internal Auditor’s report (closed door)
• reviewing Internal Audit and Information Technology Managements’
report on August 3rd computer virus incident
2018 4th Regular Meeting
November 12
• reviewing the Internal Auditor’s report (closed door)
• reviewing and approving the 2019 internal audit plan
2019 1st Regular Meeting
February 18
• reviewing the Internal Auditor’s report (closed door)
• reviewing report on SOX 404 self-testing results for the year 2018
• reviewing and approving 2018 Statement of Internal Control System
• reviewing any audit problems or difficulties and management’s response in connection
with 2017 annual financial statements (closed door)
• reviewing regulatory developments
• reviewing external auditor relationship (i.e. qualification, performance and independence)
• reviewing report on IFRS 16 adoption status
• reviewing any review problems or difficulties and management’s response in connection
with 2018 first quarter financial statements (closed door)
• reviewing regulatory developments
• reviewing the result of CPA evaluation questionnaire
• reviewing report on IFRS 16 adoption status
• reviewing any review problems or difficulties and management’s response in connection
with 2018 second quarter financial statements (closed door)
• reviewing regulatory developments
• reviewing any review problems or difficulties and management’s response in connection
with 2018 third quarter financial statements (closed door)
• reviewing regulatory developments
• reviewing any audit problems or difficulties and management’s response in connection
with 2018 annual financial statements (closed door)
• reviewing regulatory developments
• reviewing external auditor relationship (i.e. qualification, performance and independence)
38
Result: all of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.
Note 1: Sir Peter L. Bonfield, Stan Shih, Thomas J. Engibous, Kok-Choo Chen and Michael R. Splinter were elected as TSMC’s independent directors and became members of the Compensation Committee
on June 5, 2018. Their respective tenures are from June 5 2018 to June 4, 2021.
Note 2: Mr. Thomas J. Engibous’ attendance rate in 2018 for TSMC’s Board and Committee meetings was affected by a personal medical condition that prevented him from traveling long distances. Mr.
Engibous participated in one special meeting held via video-conference and three meetings held via tele-conference. Mr. Engibous resigned as Audit Committee member of TSMC due to health
reasons, effective January 1, 2019.
39
Compensation Committee Meeting Status
Mr. Michael R. Splinter, Chairman of the Compensation Committee, convened four regular meetings in 2018. The Committee members’
attendance status is as follows:
Title
Chair
Member
Member
Member
Member
Member
Name
Attendance in Person
By Proxy
Attendance Rate in Person (%)
Notes
Michael R. Splinter
Sir Peter L. Bonfield
Stan Shih
Thomas J. Engibous
Kok-Choo Chen
Moshe N. Gavrielov
4
4
4
0
3
-
0
0
0
4
1
-
100%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
100%
Renewal of office (Note 1)
0%
Renewal of office (Note 1 and Note 2)
75%
Renewal of office (Note 1)
-
New office assumed (Note 3)
Annotations:
A. There was no recommendation of the Compensation Committee which was not adopted or was modified by the Board of Directors in 2018.
B. There were no written or otherwise recorded resolutions on which a member of the Compensation Committee had a dissenting opinion or qualified opinion.
Note 1: At the meeting of June 5, 2018, TSMC’s Board of Directors approved the appointment of all five independent directors, Michael R. Splinter, Sir Peter L. Bonfield, Stan Shih, Thomas J. Engibous and
Kok-Choo Chen, as members of the Compensation Committee. Their respective tenures are from June 5 2018 to June 4, 2021.
Note 2: Mr. Thomas J. Engibous’ attendance rate in 2018 for TSMC’s Board and Committee meetings was affected by a personal medical condition that prevented him from traveling long distances. Mr.
Engibous resigned as Compensation Committee member of TSMC due to health reasons, effective January 1, 2019.
Note 3: At the meeting of November 13, 2018, TSMC’s Board of Directors appointed Mr. Moshe N. Gavrielov (former Chief Executive Officer of Xilinx, Inc.) as a member of the Compensation Committee.
3.3 Major Decisions of Shareholders’ Meeting and Board Meetings
3.3.1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2018 Annual Shareholders’ Meeting in Hsinchu, Taiwan on June 5, 2018. At the meeting, shareholders present in person or
by proxy approved the following resolutions:
(1) The 2017 Business Report and Financial Statements. Consolidated revenue totaled NT$977.45 billion and net income was
NT$343.11 billion, with diluted earnings per share of NT$13.23;
(2) The distribution of a NT$8 cash dividend per common share;
(3) The revisions to the Articles of Incorporation; and
(4) Election of nine Directors (including five Independent Directors).
Implementation Status
All the resolutions of the Shareholders’ Meeting have been fully implemented in accordance with the resolutions.
The nine newly elected directors were Mark Liu, C.C. Wei, Mei-ling Chen (Representative of National Development Fund, Executive
Yuan), F.C. Tseng, Sir Peter L. Bonfield (Independent Director), Stan Shih (Independent Director), Thomas J. Engibous (Independent
Director), Kok-Choo Chen (Independent Director), and Michael R. Splinter (Independent Director).
3.3.2 Major Resolutions of Board Meetings
During 2018 and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:
(1) Board Meeting of February 12 & 13, 2018:
• approving 2017 business report and financial statements;
• approving distribution of 2017 profits, and cash dividends, employee cash bonus and employee profit sharing;
• approving capital appropriations of approximately US$2,834 million for purposes including: 1. Installation, upgrading and
expanding advanced technology capacity; 2. Conversion of logic capacity to specialty technology; 3. Second quarter 2018 R&D
capital investments and sustaining capital expenditures;
• convening the 2018 Annual Shareholders’ Meeting, at which shareholders held an election for TSMC’s nine-member Board of
Directors, including five Independent Directors;
• approving the promotions of Dr. T.S. Chang, Dr. Michael Wu, and Dr. Min Cao as Vice Presidents; and
• in gratitude to Dr. Morris Chang, conferring on Dr. Chang the title of “Founder” beginning June 5, 2018.
(2) Special Board Meeting of April 20, 2018:
• approving nine candidates for Board of Directors, including four current Directors, Mr. F.C. Tseng, Ms. Mei-ling Chen, Mr. Mark
Liu, and Mr. C.C. Wei, as well as five current Independent Directors, Sir Peter L. Bonfield, Mr. Stan Shih, Mr. Thomas J. Engibous,
Ms. Kok-Choo Chen, and Mr. Michael R. Splinter. These nine candidates for Board of Director stood for election at TSMC’s Annual
Shareholders’ Meeting on June 5, 2018.
(3) Regular Board Meeting of June 5 & 6, 2018:
• approving capital appropriation of approximately US$2,314.6 million for purposes including: 1. Fab facility construction; 2.
Expansion and upgrading of advanced technology capacity; 3. Procurement of advanced technology equipment; 4. Expansion of
advanced packaging capacity; 5. Conversion of certain mature process technology capacity to specialty process capacity; 6. Third
quarter 2018 R&D capital investments and sustaining capital expenditures;
• approving a donation of US$5,625,000 to the University of California, Berkeley Foundation to support the establishment of a
master’s program for the Management of Technology Innovation at University of California, Berkeley, and provide a dedicated
Morris Chang Distinguished Chair to conduct the program; and
• setting July 1, 2018 as the record date for common stock shareholders entitled to participate in distribution of 2017 profits in the
form of cash dividend.
(4) Regular Board Meeting of August 13 & 14, 2018:
• approving capital appropriations of approximately US$4,488.09 million for purposes including: 1. Construction of fab facilities;
2. Installation, expansion, and upgrade of advanced technology capacity; 3. Conversion of logic capacity to specialty technology
capacity; 4. Conversion of mature technology capacity to specialty technology capacity; 5. Expansion and upgrade of specialty
technology capacity; 6. Expansion of advanced packaging technology capacity; 7. Fourth quarter 2018 R&D capital investments
and sustaining capital expenditures;
• approving the capital injection of not more than US$2 billion to TSMC Global Ltd., a wholly-owned BVI subsidiary, for the purpose
of reducing foreign exchange hedging costs; and
• approving the appointment of Dr. H.-S. Philip Wong as Vice President.
(5) Regular Board Meeting of November 12 & 13, 2018:
• approving capital appropriations of approximately US$3,364.40 million for purposes including: 1. Construction of fab facilities;
2. Installation, expansion, and upgrade of advanced technology capacity; 3. Upgrade of specialty technology capacity; 4.
Conversion of logic capacity to specialty technology capacity; 5. First quarter 2019 R&D capital investments and sustaining capital
expenditures;
• approving capital appropriation of approximately US$17,320,000 for capitalized leased assets in the first half of 2019;
• approving the appointment of Mr. Moshe N. Gavrielov as a member of the Compensation Committee, effective November 13,
2018; and
• approving the promotions of Mr. J.K. Lin and Mr. J.K. Wang as Senior Vice Presidents, and Dr. Marvin Liao as Vice President.
(6) Board Meeting of February 18 & 19, 2019:
• approving 2018 business report and financial statements;
• approving distribution of 2018 profits, and cash dividends, employee cash bonus and employee profit sharing;
• approving capital appropriations of approximately US$3,728.9 million for purposes including: 1. Installation of advanced
technology capacity; 2. Conversion of logic capacity to specialty technology capacity; 3. Second quarter 2019 R&D capital
investments and sustaining capital expenditures;
• approving capital appropriation of approximately US$4.91million to increase the budget for capitalized leased assets in the first
half of 2019;
• convening the 2019 Annual Shareholders’ Meeting, at which shareholders will hold a by-election for one independent director;
and
• approving the promotion of Mr. Y.H. Liaw as Vice President.
3.3.3 Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions
Passed by the Board of Directors during 2018 and as of the Date of this Annual Report: None.
40
41
3.4 Taiwan Corporate Governance Implementation as Required by Taiwan Financial Supervisory
Commission
Assessment Item
Implementation Status
Yes
No
Explanation
1. Does Company follow “Taiwan Corporate Governance Implementation” to
V
establish and disclose its corporate governance practices?
TSMC has always followed excellent corporate governance practices, provided
the utmost in operational transparency and safeguarded shareholders’ equity.
Although the Company does not have a formal code of practice for corporate
governance, however TSMC has always been highly regarded as the industry leader
in implementing comprehensive corporate governance practices. In addition,
the Company also has a world-class Board of Directors. The Company believes
that corporate governance is based on integrity, professional management and
implementation. TSMC has been proving its excellent corporate governance in
its operating performance and continued winning of domestic and international
awards on best corporate governance company.
Non-
implementation
and Its Reason(s)
Same as explanation
2. Shareholding Structure & Shareholders’ Rights
(1) Does Company have Internal Operation Procedures for handling
shareholders’ suggestions, concerns, disputes and litigation
matters. If yes, has these procedures been implemented
accordingly?
(2) Does Company possess a list of major shareholders and
beneficial owners of these major shareholders?
(3) Has the Company built and executed a risk management system
and “firewall” between the Company and its affiliates?
(4) Has the Company established internal rules prohibiting insider
trading on undisclosed information?
V
V
V
V
(1) TSMC has designated appropriate departments, such as Corporate
Communication Division, the SEC Compliance Department, Legal Department,
etc., to handle shareholder suggestions, concerns, disputes or litigation matters.
None
(2) TSMC tracks the shareholdings of directors, officers, and top ten shareholders.
(3) TSMC has set up internal rules in the Company’s Internal Control System and
Affiliated Corporations Management.
(4) TSMC has established its “Insider Trading Policy” that applies to all employees,
officers and members of the Board of Directors of the Company and to any
other person having a duty of trust or confidence, with respect to transactions
in the Company’s securities. This policy prohibits any insider trading and the
Company regularly provides internal training on this issue.
Assessment Item
4. Does the Company established a full- (or part-) time corporate governance
unit or personnel to be in charge of corporate governance affairs (including
but not limited to furnish information required for business execution by
directors, handle matters relating to board meetings and shareholders’
meetings according to laws, handle corporate registration and amendment
registration, record minutes of board meetings and shareholders meetings,
etc.)?
5. Has the Company established a means of communicating with its Stakeholders
(including but not limited to shareholders, employees, customers, suppliers,
etc.) or created a Stakeholders Section on its Company website?
Does the Company respond to stakeholders’ questions on corporate
responsibilities?
6. Has the Company appointed a professional registrar for its Shareholders’
Meetings?
7. Information Disclosure
(1) Has the Company established a corporate website to disclose
information regarding its financials, business and corporate
governance status?
V
V
V
V
Implementation Status
Yes
No
Explanation
Non-
implementation
and Its Reason(s)
None
The Chairman appointed the current General Counsel as the Company’s Board
secretariat. TSMC’s Corporate & Compliance Legal Division, which directly reports to
the General Counsel, is in charge of assisting in related affairs, including furnishing
information required for business decisions by Directors, handling matters relating
to Board meetings, Committees meetings and Shareholders’ meetings and
recording minutes of relevant meetings, etc.
The SEC Compliance Department is responsible for handling corporate registration
and amendment registration. All application documents needs to be reviewed by
Legal and approved by the General Counsel.
Depending on the situation, the Company’s Corporate Communication Division,
SEC Compliance department, Human Resources department, Customer Service
department and Procurement department will communicate with stakeholders. We
also have publicly disclosed the contact information of our corporate spokesperson
and relevant departments. Also, we have a stakeholder section on our corporate
website to address our corporate social responsibilities and any other issues. For
details, please refer to “7. Corporate Social Responsibility” on page 115-132 of
this Annual Report and “Materiality Analysis and Stakeholder Communication” of
TSMC’s CSR Report.
None
We have appointed China Trust as our registrar for our Shareholders’ Meetings
None
None
(1) TSMC discloses its financials business and corporate governance status on its
website at http://www.tsmc.com (in Chinese and English). TSMC’s American
Depositary Receipt (ADR) is listed on the New York Stock Exchange (NYSE). As a
foreign issuer, TSMC must comply with NYSE’s rules. We have been operating
in accordance with NYSE listing standards, and have been disclosing the major
differences between our corporate governance practices and U.S. corporate
governance practices. Please see https://www.tsmc.com/download/ir/NYSE_
Section_303A.pdf
3. Composition and Responsibilities of the Board of Directors
(1) Has the Company established a diversification policy for
the composition of its Board of Directors and has it been
implemented accordingly?
V
(1) The members of TSMC Board of Directors are nominated via a
None
(2) Does the Company use other information disclosure channels
V
(2) TSMC has designated appropriate departments (e.g. the Corporate
(e.g. maintaining an English-language website, designating staff
to handle information collection and disclosure, appointing
spokespersons, webcasting investors conference etc.)?
Communication Division, the SEC Compliance Department, etc.) to handle the
collection and disclosure of information as required by the relevant laws and
regulations of Taiwan and other jurisdictions.
TSMC has designated spokespersons as required by relevant regulations.
TSMC webcasts live investor conferences.
8. Has the Company disclosed other information to facilitate a better
V
(1) For employee rights and employee wellness, please refer to “5.5 Human Capital”
None
(2) Other than the Compensation Committee and the Audit
Committee which are required by law, does the Company plan
to set up other Board committees?
(3) Has the Company established methodology for evaluating the
performance of its Board of Directors, on an annual basis?
V
V
rigorous selection process. It not only considers diverse backgrounds,
professional competence and experience, but also attaches great
importance to his/her personal reputation on ethics and leadership.
Presently, the Company’s Board of Directors consists of eight members
who possess world-class managerial and/or professional experiences.
We rely on each directors’ knowledge, personal insight and business
judgment. Two female directors currently sit on the Board of Director,
and half of our Board consists of independent directors.
(2) Audit Committee (founded in 2002): consists of all independent
directors; Compensation Committee (founded in 2003): consists of all
independent directors and the Board appointed former Chief Executive
Officer of Xilinx, Inc., Mr. Moshe N. Gavrielov, as a member of the
Compensation Committee on November 13, 2018; CSR Committee
(founded in 2011): is formed by the Company’s management team
and reports to the Board of Directors.
(3) As TSMC’s corporate governance concept, the Board of Director’s
primary responsibility is to supervise, evaluate the management’s
performance and dismiss officers of the Company when necessary,
resolve the important, concrete matters and provide guidance
to the management team. TSMC’s Board of Directors consists of
distinguished members with a great breadth of experience as world-
class business leaders or professionals and adhere high ethical
standards and commitment to the Company. Each quarter’s Board
Meeting is last for two days. Company’s resolutions are determined
in board meeting, also business strategy and future orientation
are discussed in the meeting, in order to create best interest for
shareholders. Based on TSMC’s operating performance and local/
international awards of best corporate governance, it certainly proves
the Company’s excellent performance of Board of Directors. Also,
TSMC’s audit committee performs self-evaluation and discusses future
issues of concern by questionnaire on annual basis.
(4) Does the Company regularly evaluate its external auditors’
V
(4) The Audit Committee annually evaluates the independence of external
independence?
auditors and reports the same to the Board of Directors.
(Continued)
understanding of its corporate governance practices (e.g. including but
not limited to employee rights, employee wellness, investor relations,
supplier relations, rights of stakeholders, directors’ training records, the
implementation of risk management policies and risk evaluation measures,
the implementation of customer relations policies, and purchasing insurance
for directors)?
on page 82-87 of this Annual Report.
(2) For investor relations, supplier relations and rights of stakeholders, please refer
to “7. Corporate Social Responsibility” on page 115-132 of this Annual Report.
(3) For Directors’ training records, please refer to “Continuing Education/Training of
Directors in 2018” on page 44 of this Annual Report.
(4) For Risk Management Policies and Risk Evaluation, please refer to “6.3 Risk
Management” on page 100-112 of this Annual Report.
(5) For Customer Relations Policies, please refer to “5.4 Customer Trust” on page
80-82 of this Annual Report.
(6) TSMC maintains D&O Insurance for its directors and officers.
9. The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange
TSMC was ranked in top 5% in Corporate Governance Evaluation in 2017 and 2018. The implementation status regarding below three non-scoring items:
(1) Establishment a formal code of practice for corporate governance: as the explanation of Assessment Item 1 of this table, although the Company does not have a formal code
of practice for corporate governance, however TSMC has always been highly regarded as the industry leader in implementing comprehensive corporate governance practices.
In addition, the Company also has a world-class Board of Directors. The Company believes that corporate governance is based on integrity, professional management and
implementation. TSMC has been proving its excellent corporate governance in its operating performance and continued winning of domestic and international awards on best
corporate governance company.
(2) Training of Directors: TSMC’s Board of Directors consists of distinguished members with a great breadth of experience as world-class business leaders or professionals. The Company
continually arranges relevant training for Directors during Board meetings, and Directors also participate relevant course as needed. For details, please refer to the below table
“Continuing Education/Training of Directors in 2018”.
(3) D&O Insurance and Report to the Board: TSMC maintains D&O Insurance for its directors and reported to the Board in February, 2019.
42
43
Continuing Education/Training of Directors in 2018
The major training methods of Directors include:
• At quarterly Board meetings, TSMC management presents updates on the Company’s business, regulatory developments and other
information;
• The Company arranges speeches on politics, economics, regulatory compliance, etc.;
• At quarterly Audit Committee meetings, TSMC’s General Counsel and the Company’s independent auditors provide regulatory update
reports; and
• Directors participate in externally-provided training courses as needed.
In addition, from time to time, Directors are invited by other parties to give speeches on corporate governance and related topics.
Name
Date
Host by
Training/Speech Title
Mark Liu (Note)
09/05
SEMI Taiwan
Ministry of Science and Technology
SEMICON Taiwan 2018 – IC60 Master Forum
Speech: Vision X Foundry – IC Technology – The Roadmap Going Forward (0.5 hour)
C.C. Wei
09/05
SEMI Taiwan
Ministry of Science and Technology
SEMICON Taiwan 2018 – IC60 Master Forum
Duration
1 day
1 day
F.C. Tseng
03/21
Taiwan Corporate Governance Association
Current Development Trends in Corporate Governance and the IPO Outlook under Taiwan’s Capital Markets
3 hours
08/02
08/08
11/07
12/03
Artificial Intelligence and the Future
Important Regulatory Updates
International Trade Outlook in 2019 – Starting from Observations of the US-China Trade Conflict
Transforming Taiwan Companies
Sir Peter L. Bonfield
02/11
Hampton Group
The Next 50 Years: Fostering Innovation Through Global Collaboration
10/05
Diligent Corp.
Discussion Group on Corporate Governance Issues
3 hours
1.5 hours
1.5 hours
3 hours
0.25 hour
1 day
Stan Shih
03/21
Taiwan Corporate Governance Association
Current Development Trends in Corporate Governance and the IPO Outlook under Taiwan’s Capital Markets
3 hours
05/09
08/08
11/07
International Political & Economic Situation’s Impact on the Telecommunication Industry in Taiwan
Important Regulatory Updates
International Trade Outlook in 2019 – Starting from Observations of the US-China Trade Conflict
08/29
Taiwan Insurance Institute
Anti-Money Laundering and Counter-Terrorism Financing Regulatory Analysis
Kok-Choo Chen
11/27
Taiwan Corporate Governance Association
The Impact of Revised R.O.C. Company Law on Corporate Governance, Internal Control and Responsibility of
Directors and Supervisors
Investor AB
Activist Investors
Board Management
05/15
05/16
09/13
09/14
09/15
08/14
TSMC
11/13
TSMC
A Pragmatic Review of the Power Supply in Taiwan’s Energy Transition Plan
by Dr. Chi-Yuan, Liang
Chair Professor, National Central University
The Unprecedented Geopolitical Situation in East Asia and Its Impact on Taiwan
by Dr. Chi Su
Chairman, Taipei Forum
Michael R. Splinter
Mark Liu
C.C. Wei
F.C. Tseng
Sir Peter L. Bonfield
Stan Shih
Michael R. Splinter
Mei-ling Chen
Mark Liu
C.C. Wei
F.C. Tseng
Sir Peter L. Bonfield
Stan Shih
Kok-Choo Chen
Michael R. Splinter
Note: Selected speeches on corporate governance and related topics.
3 hours
1.5 hours
1.5 hours
2 hours
3 hours
2 days
3 days
1 hour
1 hour
Continuing Education/Training of Management in 2018
Name/Title
Date
Host by
Training/Speech Title
Lora Ho
Senior Vice President and
Chief Financial Officer
Sylvia Fang
Vice President and General
Counsel
03/05
Taiwan Depository & Clearing Corporation
100% E-Voting in 2018 and Enhancement of Corporate Values
08/02
Taiwan Coporate Goverance Association
Artificial Intelligence and the Future
06/01
Klynveld Peat Marwick Goerdeler Law Firm
Technology Innovation and New Operations Management Model – How to Use
Blockchain and Smart Contract to Protect Trade Secrets and IPs
Duration
6 hours
3 hours
2.5 hours
Corporate’s Way to Comply Fully with GDPR – How Corporate Implement Information
Security and Corporate Transformation to Create Its Global Competitiveness
5 hours
06/08
Microsoft Taiwan
Taiwan Technology Industry Legal Officers Association
Klynveld Peat Marwick Goerdeler Accounting Firm
08/09
Institite for Information Industry
08/16
Chinese National Federation of Industries
Expert Forum on Legal Issues in Protecting Sensitive Technology Outsourced for
Research and Development
Seminar: Prof. Mark Schultz from Southern Illinois University to Have a Dialogue with
Taiwan’s Industry
(1) How to Improve Trade Secret Laws Globally
(2) Creating a Global Trade Secret Federation to Support These Efforts
09/07
Lee and Li Attorneys-at-Law
Forum on Key Points and Practical Impacts of the Amended Company Law
10/03
Intellectual Property Office
Taiwan Trade Secret Protection Association
2018 Cross-Strait Trade Secret Investigation and Litigation Practice Forum
11/03
11/04
Intellectual Property Research Institute of Xiamen University
Taiwan Trade Secret Protection Association
2018 Cross-Strait Trade Secrets Protection Forum
08/02
Taiwan Corporate Governance Association
Artificial Intelligence and the Future
08/31
Legal Liability of Insider Trading and Related Case Study
05/17
Taiwan Accounting Research and Development Foundation
Analysis and Implications of IFRS 16 – Leases
Corporate Governance Practices: Analyzing the Practical Issues in “Supply Chain
Management” Strategies and Exploring the Application Trend of “IoT”
Cliff Hou
Vice President, Research
and Development/
Technology Development
Jessica Chou
Senior Director, Accounting
Division
08/31
Seminar: How Corporate Works with Its Auditors on Reviewing Financial Statements
3 hours
John Liang
Director, Internal Audit
08/15
Taiwan Computer Audit Association
How to Apply Data Analysis and AI to Internal Auditing
12/04
Taiwan Accounting Research and Development Foundation
Practices of Audit Management and Control of Business Cost Saving and Competitive
Strategy
Exploring the Types and Legal Liabilities of Special Breach of Trust Crimes and Relevant
Cases Study
3 hours
6 hours
6 hours
2 hours
2.5 hours
4 hours
8 hours
2 days
3 hours
3 hours
3 hours
3 hours
44
45
3.5 Code of Ethics and Business Conduct
Ethics at TSMC
“Integrity” is TSMC’s most important core value. TSMC strictly
adheres to the highest standards of integrity and promotes good
ethical behavior to sustain the hard-earned trust and confidence
of its shareholders, customers, suppliers, employees and the
general public – constantly and vigilantly promoting integrity,
fairness, and transparency in all that we say and do. We have
zero tolerance for corruption, refrain from bribery, fraud, waste
of corporate assets, and prohibit the advancement of personal
interests at the expense of or in conflict with TSMC. At the
heart of our corporate governance culture is the “TSMC Ethics
and Business Conduct Policy” (“Ethics Code”). The Ethics Code
requires that each employee bear a heavy personal responsibility
to preserve and to protect TSMC’s ethical values and reputation.
At the same time, we have formulated the “TSMC’s Supplier
Code of Conduct” as well to ensure our suppliers understand
and follow the Ethics Code and together fulfill our corporate
social responsibilities.
Major Ethics Code Obligations
• Do not advance personal interests at the expense of or in
conflict with the Company;
• Refrain from corruption, unfair competition, fraud, collusion,
and waste or abuse of corporate assets;
• Avoid any efforts improperly to influence the decisions of
anyone, including government officials, agencies, as well as
TSMC’s customers and suppliers;
• Do not undertake any practices detrimental to TSMC, to the
environment, or to society;
• Procure all of our raw materials from socially responsible
sources;
• Protect proprietary information of TSMC and our customers;
and
• Abide by the letter of all applicable laws, rules and regulations.
Intellectual Property Protection: In order to build and sustain
an environment of innovation, technology leadership, and
sustainable profitable growth, the Ethics Code requires
that TSMC promotes business relationships founded upon
an unwavering respect for the intellectual property rights,
proprietary information and trade secrets of TSMC, our
customers, and others.
Public Disclosures: TSMC’s officers, especially our CEO, CFO, and
General Counsel, with oversight from our Board, are responsible
for the full, fair, accurate, timely, and understandable financial
accounting and financial disclosure in reports and documents
filed by the Company with securities authorities and in all TSMC
public communications and disclosures. TSMC has a variety of
measures in place to ensure compliance with these disclosure
obligations.
Any modification to the Ethics Code requires the approval of our
Audit Committee to ensure our ethics compliance program is
independently reviewed against corporate best practices.
Ethics Code Implementation
High Standard Ethical Culture: Our ethics program is
implemented in four ways by all of TSMC’s employees, officers
and Board members. First, TSMC’s management sets the “tone
from the top” by acting in accordance with the Ethics Code
so that they may be an example to all stakeholders. Second,
working-level managers are responsible for ensuring their
staff’s understanding of and compliance with applicable rules
and regulations. Third, TSMC encourages an environment of
open communications in discussing any questions related to
the Ethics Code. Any employee may consult his or her direct
supervisors, Human Resources or Legal to obtain timely advice.
Lastly, TSMC requires all employees to stay vigilant and report
any noncompliance by anyone to their supervisors, the function
head of Human Resources, the responsible corporate senior
management appointed by CEO that oversees the Ombudsman
system, or to the Chairman of the Company’s Audit Committee
directly.
Self-Assessment of All Departments and Employees: Self-
assessment of all departments and employees is an important
part of our ethics compliance program. All departments and
subsidiaries of TSMC are required to conduct Control Self-
Assessment (CSA) tests annually to review employees’ awareness
of the Ethics Code. The CSA results are reviewed to track the
results of our compliance program. In addition, all employees
must disclose any matters that cause, or may cause, actual
or potential conflict of interest. In addition to this proactive
disclosure requirement, employees with specific job grades or
job responsibilities must annually declare any relationships that
may constitute a conflict of interest, which enables TSMC to
take necessary arrangements and report the results to the Audit
Committee.
Internal Auditing: The Internal Auditor of TSMC plays a critical
role in ensuring the Company’s compliance with the Ethics
Code and relevant rules and regulations. To ensure that our
financial, managerial, and operating information is accurate,
reliable, and timely and that our employees’ actions are in
compliance with applicable policies, standards, procedures, laws
and regulations, our Internal Auditor conducts audits of various
control points within the Company in accordance with its annual
audit plan approved by the Board of Directors and subsequently
reports its audit findings and remedial issues to the Board and
management on a regular basis.
Training and Promotion: To promote awareness to our employees
of their responsibilities under the Ethics Code, we publish our
Ethics Code and related policies and documents on our intranet
and, provide training courses, posters, and emails. In addition,
we provide an introductory training course on the Ethics Code
which is available to all employees online, as well as face-to-face
training courses delving into more specific ethics-related topics
for targeted employees. In 2018, there were about 41,900
attendances completed ethics-related training courses at TSMC
and its subsidiaries.
In addition to our internal compliance efforts, we expect and
assist our business partners such as customers and suppliers,
and any other entities with whom we deal (include consultants
or third party agents who act for or on behalf of TSMC) to
recognize and understand TSMC’s ethical standards to fulfill our
responsibilities as a corporate citizen. For instance, we require all
of our suppliers to declare in writing that they will respect and
comply with TSMC’s ethical standards and culture. TSMC is a full
member of the Responsible Business Alliance (“RBA”, formerly
the (Electronic Industry Citizenship Coalition, EICC)), dedicated
to electronics supply chain sustainability. In addition to adopting
the RBA Code of Conduct at all of its facilities, TSMC applied
the RBA’s standards to enhance our audit program of our
suppliers and relevant business partners. We provide training and
communicate our ethical culture to our suppliers through live
seminars to prevent any unethical conduct and detect any sign of
Ethics Code violations. In 2018, we held two TSMC Responsible
Supply Chain Forums to restate and communicate our ethical
requirements with 313 suppliers participating in the program.
We also exchange views on appropriate business conduct and
TSMC’s ethical standards with our customers as part of customer
audit programs.
Reporting Channels and Whistleblower Protection
To ensure that our conduct meets relevant legal requirements
and the highest ethical standards under the Ethics Code, TSMC
provides multiple channels for reporting business conduct
concerns. First of all, our Audit Committee approved and
we have implemented the “Complaint Policy and Procedures
for Certain Accounting and Legal Matters” and “Procedures
for Ombudsman System” that allow employees or any
whistleblowers with relevant evidence to report any financial,
legal, or ethical irregularities anonymously through either
the Ombudsman or directly to the Audit Committee. TSMC
maintains additional internal reporting channels for our
employees. To foster an open culture of ethics compliance, we
encourage our employees and the third parties we do business
with to report any suspected noncompliance with law or relevant
TSMC policy.
TSMC treats any complaint and the investigation thereof in a
confidential and sensitive manner, and strictly prohibits any form
of retaliation against any individual who in good faith reports or
helps with the investigation of any complaint.
Due to the open reporting channels, TSMC receives reports on
various issues from employees and external parties such as our
customers and suppliers from time to time. Below is a summary
of the Number of Reported Incidents. We did not receive any
report related to finance or accounting matters in 2018.
Incidents reported to the Audit Committee
Whistleblower System
Incidents reported to the Ombudsman System
Incidents reported to the “Irregular Business
Conduct Reporting”
Total incidents investigated as founded
Sexual Harassment Investigation Committee
Total incidents investigated as founded
FY 2016
FY 2017
FY 2018
1
80
35
2
5
5
2
1 (Note 1)
79
32
4
7
3
106 (Note 2)
43 (Note 2)
1 (Note 3)
3
3 (Note 4)
Note 1: The case from whistleblower system is not related to ethics matters.
Note 2: Among the 149 cases, 14 cases related to ethics matters.
Note 3: After investigation, 1 case is related to ethics maters, and the employee involved
confirmed his violation of the Ethics Code and quit during the period of investigation.
Note 4: After the investigation by TSMC’s Sexual Harassment Investigation Committee, 3
employees involved in these 3 cases received severe discipline from the Company.
Ethics Code Violation Disciplinary Action
We do not tolerate any violation of the Ethics Code and treat
every possible violation incident seriously. Any violator of the
Ethics Code (or relevant regulations) will be severely disciplined
to the full extent of our policies and the law, up to and including
immediate dismissal, termination of business relationship, and
judicial prosecution as appropriate.
46
47
3.5.1 Taiwan Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory
Non-
implementation
and Its Reason(s)
None
Assessment Item
2. Ethic Management Practice
(1) Does the company assess the ethics records of whom it has
business relationship with and include business conduct
and ethics related clauses in the business contracts?
Implementation Status
Yes
No
Summary
V
(1) We expect and assist our customers, suppliers, business partners, and any other
Non-
implementation
and Its Reason(s)
None
Commission
Assessment Item
Implementation Status
Yes
No
Summary
1. Establishment of Corporate Conduct and Ethics Policy and
Implementation Measures
(1) Does the company have bylaws and publicly available
documents addressing its corporate conduct and ethics
policy and measures, and the commitment regarding
implementation of such policy from the Board of Directors
and the management team?
(2) Does the company establish relevant policies which are
duly enforced to prevent unethical conduct and provide
implementation procedures, guidelines, consequence of
violation and complaint procedures in such policies?
V
V
(1) Integrity is the most important core value of TSMC’s culture. TSMC is committed
to acting ethically in all aspects of our business. We have established TSMC Code
of Ethics and Business Conduct (the “Ethics Code”) to require that each employee
bears a heavy personal responsibility to uphold TSMC’s ethics value. For more
details on the Ethics Code and the measures that TSMC Board of Directors (the
“Board”) and the management team take to ensure compliance of the Ethics Code
please refer to TSMC’s Annual Report and the Corporate Social Responsibility
Report.
(2) At the heart of our corporate governance culture is the Ethics Code that applies
to TSMC and its subsidiaries, and this Ethics Code requires that each employee
bears a heavy personal responsibility to preserve and to protect TSMC’s ethical
values and reputation and to comply with various applicable laws and regulations.
Specific requirements under the Ethics Code could be found in our Annual Report.
In addition, to educate and remind our employees of their responsibilities under
the Ethics Code, we publish our Ethics Code, relevant policies and documents on
our intranet and promote its awareness through training courses, posters, and
internal news articles. Furthermore, to ensure that our conduct meets relevant
legal requirements and the highest ethical standards under the Ethics Code, TSMC
provides multiple channels for reporting business conduct concerns. Please refer to
Assessment Item 3 for details.
We do not tolerate any violation of the Ethics Code and treat every possible
violation incident seriously. Any violator of the Ethics Code (or relevant regulations)
will be severely punished to the full extent of our policies and the law, including
immediate dismissal in accordance with TSMC Employee Recognition, Disciplinary
and Ombudsman Procedure, termination of business relationship, and judicial
prosecution as appropriate.
(3) Does the company establish appropriate compliance
V
(3) Under the framework of the Ethics Code, TSMC has established a regulatory
measures for the business activities prescribed in paragraph
2, article 7 of the Ethical Corporate Management Best
Practice Principles for TWSE/GTSM Listed Companies
and any other such activities associated with high risk of
unethical conduct?
compliance program that includes policies, guidelines and procedures in other
policy areas, including: Anti-corruption, Anti-harassment/discrimination, Anti-
trust (unfair competition), Environment, Export Control, Financial Reporting/
Internal Controls, Insider Trading, Intellectual Property, Proprietary Information
Protection (“PIP“), Personal Data Protection, Record Retention and Disposal, as
well as procuring certain raw materials from socially responsible sources (“Conflict-
free Minerals“). The above-mentioned policies are crucial in facilitating overall
compliance with the Ethics Code. TSMC, its employees and its subsidiaries are
expected to fully understand and comply with all laws and regulations that govern
our businesses, as well as relevant policies, guidelines and procedures, and make
ethical decisions in every circumstance. The Internal Auditor of TSMC also plays
a critical role in ensuring the Company’s compliance with the Ethics Code and
relevant rules and regulations. To ensure that our financial, managerial, and
operating information is accurate, reliable, and timely and that our employee’s
actions are in compliance with applicable policies, standards, procedures, laws and
regulations, our Internal Auditor conducts audits of various control points within
the Company in accordance with its annual audit plan approved by the Board of
Directors and subsequently reports its audit findings and remedial issues to the
Board and Management on a regular basis.
48
(2) Does the company set up a unit which is dedicated to or
V
tasked with promoting the company’s ethical standards and
reports directly to the Board of Directors with periodical
updates on relevant matters?
(3) Does the company establish policies to prevent conflict
of interests, provide appropriate communication and
complaint channels and implement such policies properly?
(4) To implement relevant policies on ethical conducts, does
the company establish effective accounting and internal
control systems that are audited by internal auditors or CPA
periodically?
V
V
(5) Does the company provide internal and external ethical
V
conduct training programs on a regular basis?
entities with whom we deal (such as consultant or third party agents who act for
or on behalf of TSMC) to understand and act in accordance with TSMC’s ethical
standards. For instance, as for our suppliers, we require all of them to declare
in writing that they will not engage in any fraud or any unethical conduct when
dealing with us or our officers and employees. In addition to periodic audit, we
provide training and communicate our ethical culture to our suppliers through live
seminars to prevent any unethical conduct. We exchange views on appropriate
business conduct and TSMC’s ethical standards with our customers as part of
customer audit programs.
(2) TSMC’s Board of Directors strives to perform the responsibilities of supervising the
corporate conduct and ethics compliance practice through the Audit Committee
and the Compensation Committee, the hiring of a financial expert consultant for
the Audit Committee, and coordination with the Internal Audit department. The
General Counsel and the Corporate & Compliance Legal Division (which directly
reports to the General Counsel) promotes, with other divisions, the Company’s
ethical standards, and the General Counsel reports quarterly to the Board on the
implementation status. In addition, both the responsible senior manager appointed
by the CEO to oversee the Ombudsmen system and Internal Auditors update the
Board on ethical standards and compliance issues on a regular basis. Moreover,
TSMC’s officers, especially our CEO, CFO, and General Counsel, with oversight from
our Board, are responsible for the full, fair, accurate, timely, and understandable
financial accounting and financial disclosure in reports and documents filed by the
Company with securities authorities and in all TSMC public communications and
disclosures.
(3) TSMC requires newly hired employees to declare any conflict of interest situation
as appropriate. In addition, all employees must disclose any matters that have,
or may have, the appearance of undermining the Ethics Code (such as any actual
or potential conflict of interest). Furthermore, key employees and senior officers
must periodically declare their compliance status with the Ethics Code according to
relevant procedures.
(4) TSMC continues maintaining the integrity of its financial reporting processes and
controls and establishes appropriate internal control systems for preventing higher
potential unethical conduct, and the Internal Auditors formulate annual audit
plans based on the results of the risk assessment and subsequently reports its audit
findings and remedial issues to the Board and Management on a regular basis. In
addition, all departments and subsidiaries of TSMC are also required to conduct
Control Self-Assessment (CSA) tests annually to review the effectiveness of the
internal control system.
(5) Training is a major component of our compliance program, conducted throughout
the year to refresh TSMC’s employees’ commitment to ethical conduct, and to get
updated information on laws and regulations related to their daily operations. As
for our suppliers, we communicate our ethical culture to our business partners
through live seminars to ensure their fully understanding of our commit to ethical
conduct.
3. Implementation of Complaint Procedures
(1) Does the company establish specific complaint and reward
V
(1) TSMC’s Audit Committee approved and TSMC has implemented the “Complaint
(Continued)
procedures, set up conveniently accessible complaint
channels, and designate responsible individuals to handle
the complaint received?
(2) Does the company establish standard operation procedures
for investigating the complaints received and ensuring such
complaints are handled in a confidential manner?
(3) Does the company adopt proper measures to prevent a
complainant from retaliation for his/her filing a complaint?
4. Information Disclosure
Does the company disclose its guidelines on business ethics as well as
information about implementation of such guidelines on its website and
Market Observation Post System (“MOPS”)?
V
V
V
Policy and Procedures for Certain Accounting and Legal Matters” and “Procedures
for Ombudsman System” that allow employees or any whistleblowers with relevant
evidence to report any financial, legal, or ethical irregularities anonymously through
either the Ombudsman or directly to the Audit Committee. TSMC also requires all
employees to stay vigilant and whistle-blow any noncompliance by anyone to their
supervisors, the function head of Human Resources, the responsible corporate
Vice President that oversees the Ombudsmen system, or to the Chairman of the
Company’s Audit Committee directly.
(2) TSMC treats any complaint and the investigation thereof in a confidential and
sensitive manner, as is clearly stated in our bylaws.
(3) TSMC strictly prohibits any form of retaliation against any individual who in good
faith reports or helps with the investigation of any complaint, as is clearly stated in
our bylaws.
Our internal website provides guidelines and informative articles on ethics and
honorable business conduct (in both Chinese and English) for employees’ easy access.
In addition, TSMC discloses relevant policies and information in its Annual Report
(which is also available at the MOPS) and CSR Report (available at: http://www.tsmc.
com)
None
None
(Continued)
49
Assessment Item
Implementation Status
Yes
No
Summary
Non-
implementation
and Its Reason(s)
5. If the company has established corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any discrepancy between the
policies and their implementation.
TSMC has established the Ethics Code to require that all employees, officers and board members comply with the Ethics Code and the other policies and procedures. There is no discrepancy between the Ethics
Code, including its affiliate policies and procedures, and its implementation. For more details, please refer to “3.5 Code of Ethics and Business Conduct” on page 46-50 of this Annual Report.
6. Other important information to facilitate better understanding of the company’s corporate conduct and ethics compliance practices (e.g., review the company’s corporate conduct and ethics policy).
For details on the implementation of TSMC’s Corporate Conduct and Ethics, please refer to “3.5 Code of Ethics and Business Conduct” on page 46-50 of this Annual Report.
3.6 Regulatory Compliance
TSMC’s compliance systems are comprised of a series of legislation monitoring, developing and implementation of effective compliance
policies and programs, training, and maintaining open reporting channels.
Legislative Monitoring
TSMC operates in many countries. To comply with governing legislation, applicable laws, regulations and regulatory expectations, we
closely monitor domestic and foreign government policies and regulatory developments that could materially impact TSMC’s business
and financial operations. Our Legal organization periodically updates our relevant internal departments, management and the Audit
Committee of applicable regulatory changes so that internal teams ensure compliance with new regulatory requirements in a timely
manner. We are also a proactive advocate for legislative and regulatory reform, and our comments and recommendations on legal
reforms to the government have been accepted constructively. TSMC is increasingly dedicated to identifying potential regulatory issues
and will continue to be involved in advocating public policy changes that foster a positive and fair business environment.
Policy and Compliance Program Development and Implementation
Under the framework of the Ethics Code, TSMC has established a regulatory compliance program that includes policies, guidelines
and procedures in different compliance areas, including: Anti-corruption, Anti-harassment/discrimination, Employment Regulations,
Antitrust (unfair competition), Environment, Export Control, Financial Reporting, Internal Controls, Insider Trading, Intellectual Property,
Proprietary Information Protection (“PIP”), Personal Data Protection, Record Retention and Disposal, as well as procuring certain raw
materials from socially responsible sources (“Conflict-free Minerals”). It is our belief that these policies are crucial in strengthening overall
compliance with the Ethics Code and compliance program. TSMC, its employees and its subsidiaries are expected to fully understand
and comply with all laws and regulations that govern our businesses, as well as relevant policies, guidelines and procedures, and make
ethical decisions in every circumstance.
Compliance Awareness Training
Training is a major component of our regulatory compliance program, conducted throughout the year to refresh TSMC’s employees’
commitment to ethical conduct, and to get updated information on laws and regulations related to their daily operations. Highlights of
our training include:
• Awareness promotion emails to employees, posters at our facilities, and news articles, compliance guidelines, tips and FAQs which
our employees can access through our intranet;
• Live seminars focusing on specific topics such as Anti-Corruption, PIP, Intellectual Property, Personal Data Protection, Export Control
Management and Antitrust. Training is made mandatory for those employees whose jobs are especially relevant to a particular topic
to ensure sufficient awareness of relevant laws and internal policies;
• On-line learning programs updated frequently to provide most up-to-date information and timely and flexible access for employees to
understand the law and key compliance issues, covering topics of Anti-Corruption, Antitrust, Anti-harassment, Insider Trading, Export
Control Management, PIP, and Personal Data Protection among others;
• External training, in Taiwan and abroad, for TSMC’s Legal team to receive current developments of new laws and regulations, and
for its lawyers to comply with applicable continuing legal education requirements. External experts are also invited to give in-house
lectures on key issues.
Reporting Channels
TSMC provides multiple channels for reporting business conduct
concerns to ensure that our conduct meets relevant legal
requirements and the highest ethical standards under the Ethics
Code. For more details about the reporting channels, please refer
to “3.5 Code of Ethics and Business Conduct” on page 46-50 of
this Annual Report.
Major Accomplishments
In 2018, TSMC achieved several major accomplishments in
regulatory compliance:
• Public Promotion Activities: In addition to fulfilling our
obligations on regulatory compliance matters, TSMC exercised
its civic duties as a responsible corporate citizen by advising
the local government on law and policy reform, including
urging the Government to amend certain outdated laws
and regulations, which we believe were inconsistent with
global practice, to improve Taiwan’s investment environment
and economic development. In 2018, TSMC continued to
advocate the importance of intellectual property protection
and attended relevant events. In addition, TSMC advised the
government agencies on the amendment of several laws
like the Company Law, the Securities and Exchange Act, and
environmental protection-related laws.
• Internal Training: In 2018, TSMC offered a wide range
of training courses covering topics of Anti-Corruption,
Antitrust, Anti-harassment, Insider Trading, Export Control
Management, PIP, and Personal Data Protection among
others. These courses were all developed and conducted
by internal and external experts and legal professionals. In
order to ensure that all TSMC employees understand and
comply with relevant requirements, TSMC actively promoted
compliance through various channels in 2018, including:
(1) providing an annual compulsory online course covering
various important regulatory compliance topics – a total of
about 30,000 employees completed this training course; (2)
focusing on the technical personnel of the production lines in
Taiwan’s fabs through communication meetings and multiple
communication methods to promote the anti-corruption
guidelines of TSMC – a total of more than 8,500 employees
participated; (3) in response to the international interest in
the protection of personal data, providing three face-to-face
training courses, updated online courses, posters, e-mail
and other publicity activities to strengthen the awareness of
relevant departments on this topic – a total of more than
1,900 employees completed the updated online course.
• Export Compliance: TSMC’s export management system
(EMS) and policy have been in place for a number of years,
and are continuously maintained to ensure compliance with
all applicable regulations covering the export of information,
technologies, products, materials and equipment. Our EMS
was certified in September 2012 by the Bureau of Foreign
Trade, the Taiwan regulator, as a qualified ICP (Internal
Compliance Program) exporter. In 2018, TSMC successfully
extended the validity period of its ICP certificate to October
2021 and was awarded in September for its outstanding
international business export/import business record
in 2017 from the Bureau of Foreign Trade. In addition,
TSMC implements “No ECCN, No Shipment” control and
customers are required to provide end use and export control
classification number (ECCN) of their products, among
other required information, for TSMC to apply for applicable
export licenses. To further enhance relevant employees’
awareness on the export control requirements incurred by
technology transfers, in 2018 we provided several face-to-face
communication sessions to approximately 160 employees in
relevant functions.
• Supplier Management: In 2018, TSMC held two TSMC
Responsible Supply Chain Forums for Taiwanese and overseas
suppliers with a business location in Taiwan. During the
meetings, practical experiences were shared and exchanged
on various important issues such as ethics code, labor rights,
environmental protection and occupational safety, with a total
of 313 suppliers participating.
• Conflict-Free Supply Chain: As a recognized global leader in
the hi-tech supply chain, we acknowledge our corporate social
responsibility to strive to procure conflict-free minerals in an
effort to recognize humanitarian and ethical social principles
that protect the dignity of all persons. Meanwhile, we have
implemented a series of compliance safeguards in accordance
with industry leading practices. In 2018, TSMC has made
continued progress to ensure a conflict-free supply chain,
and our conflict-free minerals compliance program has also
been highly ranked by several independent third party rating
agencies.
• Personal Data Protection: Because of the importance of
personal data protection, TSMC established the Rules of Privacy
and Personal Data Protection to specify personal data can
only be processed for legitimate purposes and describe the
guidelines of personal data processing. TSMC also provides a
Privacy and Cookies Policy online for its websites. In addition,
a personal data protection taskforce composed of Legal,
Human Resources, and IT divisions was established to assist in
the implementation of and monitoring compliance with the
rules. Relevant divisions (such as Human Resources) may also
designate more detailed requirements for their business needs.
See above for the internal training and promotion activities on
personal data protection in 2018.
50
51
3.7 Internal Control System Execution Status
3.7.1 Statement of Internal Control System
Taiwan Semiconductor Manufacturing Company Limited
Statement of Internal Control System
February 19, 2019
Based on the findings of a self-assessment, Taiwan Semiconductor Manufacturing Company Limited (TSMC) states the
following with regard to its internal control system during the year 2018:
1. TSMC’s Board of Directors and management are responsible for establishing, implementing, and maintaining an
adequate internal control system. Our internal control is a process designed to provide reasonable assurance over the
effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability,
timeliness, transparency of our reporting, and compliance with applicable rulings, laws and regulations.
2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system
can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal
control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our
internal control system contains self-monitoring mechanisms, and TSMC takes immediate remedial actions in response to
any identified deficiencies.
3. TSMC evaluates the design and operating effectiveness of its internal control system based on the criteria provided
in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the
“Regulations”). The criteria adopted by the Regulations identify five key components of managerial internal control: (1)
control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring
activities.
4. TSMC has evaluated the design and operating effectiveness of its internal control system according to the aforesaid
Regulations.
5. Based on the findings of such evaluation, TSMC believes that, on December 31, 2018, it has maintained, in all material
respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to
provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of
reporting, and compliance with applicable rulings, laws and regulations.
6. This Statement is an integral part of TSMC’s annual report and prospectus, and will be made public. Any falsehood,
concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of
the Securities and Exchange Law.
7. This Statement was passed by the Board of Directors in their meeting held on February 19, 2019, with none of the eight
attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Taiwan Semiconductor Manufacturing Company Limited
Mark Liu
Chairman
C. C. Wei
Chief Executive Officer
3.8 Status of Personnel Responsible for the Company’s Financial and Business Operation
3.8.1 Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit and R&D
during 2018 and as of the Date of this Annual Report:
As of 02/28/2019
Title
Name
Chairman
Morris Chang
President and Co-Chief Executive Officer
Mark Liu
President and Co-Chief Executive Officer
C.C. Wei
On-board Date (Note 1)
Date of Resignation or
Dismissal
Summary of Resignation or Dismissal
12/10/1986
06/05/2018
11/12/2013
06/05/2018
11/12/2013
06/05/2018
After having led the Company for over 31 years, TSMC’s Founder, Dr. Morris Chang, retired
from the Company after the Annual Shareholders’ Meeting on June 5, 2018. At the meeting,
TSMC shareholders elected a new Board of Directors, which then convened to elect Dr.
Mark Liu as Chairman and Dr. C.C. Wei as Chief Executive Officer (CEO) and Vice Chairman,
completing the transition of responsibilities.
Note: On-board date means the official date of presiding the position.
3.8.2 Certification of Employees Whose Jobs are Related to the Release of the Company’s Financial Information
Certification
Certified Public Accountants (CPA)
US Certified Public Accountants (US CPA)
The Chartered Institute of Management Accountants (CIMA)
Certified Internal Auditor (CIA)
Chartered Financial Analyst (CFA)
Certified Management Accountant (CMA)
Financial Risk Manager (FRM)
Certification in Control Self-Assessment (CCSA)
Certification in Risk Management Assurance (CRMA)
Certified Information Systems Auditor (CISA)
Chief Fraud Examiner (CFE)
BS7799/ISO 27001 Lead Auditor
Number of Employees
Internal Audit
Finance
4
4
-
14
-
-
-
3
5
5
2
2
35
16
1
6
4
1
2
-
-
-
-
-
3.9 Information Regarding TSMC’s Independent Auditor
3.9.1 Audit Fees
The Audit Committee approves all fees payable to TSMC’s independent auditor and recommends the same to the Board of Directors
for further approval. The Board of Directors has authorized the Audit Committee to approve any increase not exceeding 10% of the
approved fees.
Unit: NT$ thousands
Accounting Firm
Name of CPA
Audit Fee
System
Design
Company
Registration
Human
Resource
Others
Subtotal
CPA’s Audit Period
Remark
Non-audit Fee
Deloitte & Touche
Mei-Yen Chiang,
Yu-Feng Huang,
and others
55,323
-
-
-
-
-
01/01/2018 - 12/31/2018
Note
Note : Article 10.5.1 of Regulation Governing Information to be published in Annual Report of Public Companies was not applicable to TSMC.
3.7.2 If CPA Was Engaged to Conduct a Special Audit of Internal Control System, Provide Its Audit Report: None.
52
53
3.9.2 CPA’s Information
(1) Former CPAs
Date of Change
Approved by Board of Directors on November 14, 2017
Reasons and Explanation of Changes
In compliance with regulatory requirements on rotation, the engagement partner Yih-Hsin Kao was replaced by Mei-Yen
Chiang starting from 2018. The co-signing partner remains to be Yu-Feng Huang.
State whether the Appointment is Terminated or Rejected by the
Consignor or CPAs
Status
Client
CPA
Appointment terminated automatically
Not available
Appointment rejected (discontinued)
Not available
The Opinions other than Unmodified Opinion Issued in the Last Two
Years and the Reasons for the Said Opinions (Note)
Is there any disagreement in opinion with the issuer
Supplementary Disclosure (Disclosures Specified in Article
10.6.1.4~7 of the Standards)
None
Yes
No
Explanation
None
Consignor
Not available
Not available
Accounting principle or practice
Disclosure of financial statements
Auditing scope or procedures
Others
V
Note: Starting in 2016, the new auditing standard of the Republic of China requires “An Unqualified Opinion” be replaced by “An Unmodified Opinion”.
(2) Successor CPAs
Accounting Firm
CPA
Date of Engagement
Deloitte & Touche
Mei-Yen Chiang and Yu-Feng Huang
Approved by Board of Directors on November 14, 2017
Prior to the Formal Engagement, Any Inquiry or Consultation on the Accounting Treatment or Accounting
Principles for Specific Transactions, and the Type of Audit Opinion that Might be Rendered on the Financial
Report
Written Opinions from the Successor CPAs that are Different from the Former CPA’s Opinions
None
None
(3) The Reply of Former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards: None.
3.9.3 TSMC’s Chairman, Directors, Chief Executive
Officer, Chief Financial Officer, and Managers in
Charge of Its Finance and Accounting Operations
Did Not Hold Any Positions within TSMC’s
Independent Audit Firm or Its Affiliates in the
Most Recent Year.
3.9.4 Evaluation of the External Auditor’s
Independence
The Audit Committee regularly monitors the independence of
TSMC’s external auditor by conducting the following evaluation
and reports the same to the Board of Directors:
1. The auditor’s independence declaration
2. The Audit Committee pre-approves all audit and non-audit
services conducted by the auditor to ensure that the non-
audit services do not influence the results of the audit
3. Ensure the audit partner rotates every five years
4. Annually evaluate the independence of the external auditor
based on the results of the auditor survey
3.10 Material Information Management
Procedure
TSMC has established relevant procedures for managing and
disclosing material information. The responsible departments
regularly remind all officers and employees about the need to
comply with these procedures and other applicable regulations
when they become aware of any potential material information
and the possible need to publicly disclose such information. To
ensure that our employees, managers and board directors are
aware of and comply with these relevant regulations, TSMC has
also established our “Insider Trading Policy”. To reduce the risk of
insider trading, on-line training programs and live seminars are
conducted periodically. In addition, employees can familiarize
themselves with relevant internal policies and training articles by
easily accessing TSMC’s Legal Organization intranet website.
54
55
Capital and Shares
4.1 Capital and Shares
4.1.1 Capitalization
Unit: Share/NT$
Authorized Share Capital
Capital Stock
Month/
Year
Issue Price
(Per Share)
Shares
Amount
Shares
Amount Sources of Capital
Remark
Capital Increase
by Assets Other
than Cash
07/2015
10
28,050,000,000
280,500,000,000
25,930,380,458
259,303,804,580 Exercise of Employee Stock
None
Options: NT$7,180,220
4.1.2 Capital and Shares
Unit: Share
Type of Stock
Issued Shares
Authorized Share Capital
Listed
Non-listed
Total
Unissued
Shares
4
As of 02/28/2019
Date of Approval &
Approval Document No.
07/13/2015 Zhu Shang Tzu
No. 1040020526
As of 02/28/2019
Total
Common Stock
25,930,380,458
-
25,930,380,458
2,119,619,542
28,050,000,000
Shelf Registration: None.
4.1.3 Composition of Shareholders
Common Share
Type of Shareholders
Number of Shareholders
Shareholding
Holding Percentage
Government
Agencies
Financial
Institutions
Other Juridical
Persons
As of 07/01/2018 (last record date)
Domestic Natural
Persons
Total
Foreign
Institutions
and Natural
Persons
8
166
1,317
4,433
353,109
359,033
1,653,713,591
994,136,671
1,166,393,138
20,030,594,823
2,085,542,235
25,930,380,458
6.38%
3.83%
4.50%
77.25%
8.04%
100.00%
57
Distribution Profile of Share Ownership
Common Share
Shareholder Ownership (Unit: Share)
Number of Shareholders
1-999
1,000-5,000
5,001-10,000
10,001-15,000
15,001-20,000
20,001-30,000
30,001-40,000
40,001-50,000
50,001-100,000
100,001-200,000
200,001-400,000
400,001-600,000
600,001-800,000
800,001-1,000,000
Over 1,000,001
Total
145,159
158,212
25,270
9,414
4,530
4,761
2,294
1,425
2,847
1,674
1,056
467
284
202
1,438
359,033
Preferred Shares: None.
4.1.4 Major Shareholders
Common Share
Shareholders
ADR-Taiwan Semiconductor Manufacturing Company, Ltd.
National Development Fund, Executive Yuan
Government of Singapore
JPMorgan Chase Bank N.A. Taipei Branch in Custody for EuroPacific Growth Fund
Norges Bank
JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Total International Stock Index Fund, a
series of Vanguard Star Funds
Cathay Life Insurance Co., Ltd.
JPMorgan Chase Bank N.A. Taipei Branch in Custody for Oppenheimer Developing Markets Funds, managed
by Oppenheimer Funds, Inc.
Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds
New Labor Pension Fund
Ownership
31,348,831
319,546,061
183,241,073
115,145,590
79,962,808
116,345,899
79,637,876
64,240,732
199,148,582
234,056,220
296,673,341
228,213,351
197,492,674
181,809,127
23,603,518,293
25,930,380,458
As of 07/01/2018 (last record date)
Ownership Percentage
0.12%
1.23%
0.71%
0.44%
0.31%
0.45%
0.31%
0.25%
0.77%
0.90%
1.14%
0.88%
0.76%
0.70%
91.03%
100.00%
Total Shares Owned
Ownership Percentage
As of 07/01/2018 (last record date)
5,340,787,298
1,653,709,980
691,147,172
362,293,649
337,945,515
327,124,263
299,802,235
281,307,429
224,489,845
221,349,500
20.60%
6.38%
2.67%
1.40%
1.30%
1.26%
1.16%
1.08%
0.87%
0.85%
58
4.1.5 Net Change in Shareholding by Directors, Management and Shareholders with 10% Shareholdings or More
Unit: Share
Title
Name
Founder and Former Chairman
Morris Chang (Note 1)
Chairman
Mark Liu
Chief Executive Officer & Vice Chairman
C.C. Wei
Director
F.C. Tseng
Director
National Development Fund, Executive Yuan
Representative: Mei-ling Chen
Independent Director
Sir Peter L. Bonfield
Independent Director
Stan Shih
Independent Director
Thomas J. Engibous (Note 1)
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Senior Vice President and Chief Information Officer
Stephen T. Tso (Note 2)
Senior Vice President, Chief Financial Officer and Spokesperson
Lora Ho
Senior Vice President
Wei-Jen Lo
Senior Vice President
Rick Cassidy
Senior Vice President
Y.P. Chin
Senior Vice President
Y.J. Mii
Senior Vice President
J.K. Lin
Senior Vice President
J.K. Wang
Vice President
M.C. Tzeng (Note 2)
Vice President and Chief Technology Officer
Jack Sun (Note 2)
2018
01/01/2019 - 02/28/2019
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
-
-
-
-
-
-
-
-
-
-
-
(30,000)
30,000
-
-
(1,000)
-
-
-
-
(3,000)
-
-
-
-
-
-
-
-
-
-
-
-
(200,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
59
Title
Name
Vice President
N.S. Tsai
Vice President
Irene Sun
Vice President
Cliff Hou
Vice President
Been-Jon Woo (Note 2)
Vice President and General Counsel
Sylvia Fang
Vice President
Connie Ma
Vice President
Y.L. Wang
Vice President
Doug Yu
Vice President and TSMC Fellow
Alexander Kalnitsky
Vice President
Kevin Zhang
Vice President and TSMC Fellow
T.S. Chang (Note 3)
Vice President
Michael Wu (Note 3)
Vice President
Min Cao (Note 3)
Vice President
H.-S. Philip Wong (Note 4)
Vice President
Marvin Liao (Note 5)
Vice President
Y.H. Liaw (Note 6)
2018
01/01/2019 - 02/28/2019
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
(63,000)
-
-
15,000
-
37,000
-
-
-
-
-
10,000
10,000
-
-
-
-
-
-
-
(250,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
210,000
-
-
-
-
-
-
-
-
-
-
-
Note 1: Founder and former Chairman Dr. Morris Chang retired after the Annual Shareholders’ Meeting on June 5, 2018. Mr. Thomas J. Engibous resigned as an Independent Director due to health
reasons, effective January 1, 2019.
Note 2: Senior Vice President and Chief Information Officer Dr. Stephen T. Tso retired, effective March 1, 2018. Vice President and Chief Technology Officer Dr. Jack Sun retired, effective August 1, 2018.
Vice President M.C. Tzeng retired, effective November 1, 2018. Vice President Dr. Been-Jon Woo retired, effective January 1, 2019. Their shareholdings were not disclosed after that date.
Note 3: Dr. T.S. Chang, Dr. Michael Wu and Dr. Min Cao were promoted to Vice President, effective February 13, 2018. Their shareholdings were disclosed starting from that date.
Note 4: Dr. H.-S. Philip Wong was promoted to Vice President, effective August 14, 2018. His shareholding was disclosed starting from that date.
Note 5: Dr. Marvin Liao was promoted to Vice President, effective November 13, 2018. His shareholding was disclosed starting from that date.
Note 6: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019. His shareholding was disclosed starting from that date.
4.1.6 Stock Trade with Related Party: None.
4.1.7 Stock Pledge with Related Party: None.
4.1.8 Related Party Relationship among TSMC’s 10 Largest Shareholders
Common Share
Name
Current Shareholding
Spouse and Minor
Shareholding
TSMC Shareholding by
Nominee Arrangement
As of 07/01/2018 (last record date)
Name and Relationship
between TSMC’s
Shareholders
ADR-Taiwan Semiconductor Manufacturing Company, Ltd.
5,340,787,298
20.60%
Shares
%
Shares
1,653,709,980
6.38%
-
691,147,172
362,293,649
337,945,515
327,124,263
-
2.67%
1.40%
1.30%
1.26%
%
N/A
N/A
-
N/A
N/A
N/A
N/A
Shares
%
Name
Relationship
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
None
None
-
None
N/A
N/A
N/A
N/A
None
None
None
None
None
None
None
None
None
None
None
N/A
N/A
-
N/A
N/A
N/A
N/A
National Development Fund, Executive Yuan
Representative: Mei-ling Chen
Government of Singapore
JPMorgan Chase Bank N.A. Taipei Branch in Custody for
EuroPacific Growth Fund
Norges Bank
JPMorgan Chase Bank N.A. Taipei Branch in Custody for
Vanguard Total International Stock Index Fund, a series of
Vanguard Star Funds
Cathay Life Insurance Co., Ltd.
Chairman: Tiao-kuei Huang
JPMorgan Chase Bank N.A. Taipei Branch in Custody for
Oppenheimer Developing Markets Funds, managed by
Oppenheimer Funds, Inc.
299,802,235
1.16%
N/A
N/A
N/A
N/A
None
None
Data Not Available
281,307,429
1.08%
N/A
N/A
N/A
N/A
None
None
Vanguard Emerging Markets Stock Index Fund, a series of
Vanguard International Equity Index Funds
224,489,845
0.87%
New Labor Pension Fund
221,349,500
0.85%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
None
N/A
None
None
None
4.1.9 Long-term Investment Ownership
Ownership by TSMC (1)
Ownership by Directors, Managers and
Directly/Indirectly Owned Subsidiaries (2)
Total Ownership
(1) + (2)
Shares
%
Shares
%
Shares
%
As of 12/31/2018
Long-term Investment
Equity Method:
TSMC Partners, Ltd.
TSMC Global Ltd.
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
988,268,244
11,284
11,000,000
200
6,000
80,000
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
TSMC China Company Limited
Not Applicable (Note 1)
100%
Not Applicable (Note 1)
TSMC Nanjing Company Limited
Not Applicable (Note 1)
100%
Not Applicable (Note 1)
TSMC Solar Europe GmbH (Note 2)
800
100%
VisEra Technologies Company Ltd.
253,120,000
86.94%
Systems on Silicon Manufacturing Co. Pte. Ltd.
313,603
38.79%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
988,268,244
11,284
11,000,000
200
6,000
80,000
Not Applicable (Note 1)
Not Applicable (Note 1)
800
100%
100%
100%
100%
100%
100%
100%
100%
100%
253,120,000
86.94%
313,603
38.79%
60
61
Vanguard International Semiconductor Corp.
464,223,493
28.32%
275,614,355
16.82% (Note 3)
739,837,848
45.14%
Xintec Inc.
Global UniChip Corporation
111,281,925
40.95%
46,687,859
34.84%
-
-
VentureTech Alliance Fund II, L.P.
Not Applicable (Note 1)
98.00%
Not Applicable (Note 1)
VentureTech Alliance Fund III, L.P.
Not Applicable (Note 1)
98.00%
Not Applicable (Note 1)
-
-
-
-
111,281,925
40.95%
46,687,859
34.84%
Not Applicable (Note 1)
98.00%
Not Applicable (Note 1)
98.00%
Note 1: Not applicable. These firms do not issue shares. TSMC’s investment is measured as a percentage of ownership.
Note 2: TSMC Solar Europe GmbH is under liquidation procedures.
Note 3: TSMC’s Director, National Development Fund of Executive Yuan, holds 16.72% while other Directors and Management hold 0.10%.
4.1.10 Share Information
TSMC’s earnings per share in 2018 increased 2.3% from 2017 to NT$13.54 per share. The following table details TSMC’s market price,
net worth, earnings, and dividends per common share, as well as other data regarding return on investment.
Proposal to Distribute 2018 Earnings
Unit: NT$
Cash Dividends Paid to Common Shareholders (NT$[8] per share)
207,443,043,664
Market Price, Net Worth, Earnings, and Dividends Per Common Share
Unit: NT$, except for weighted average shares and return on investment ratios
4.1.12 Compensation to Directors and Profit Sharing Bonus to Employees
01/01/2019 - 02/28/2019
Based on TSMC’s Articles of Incorporation, before paying dividends or bonuses to shareholders, TSMC shall set aside not more than
0.3% of its annual profit to directors as compensation and not less than 1% to employees as profit sharing bonus.
Item
Market Price Per Share (Note 1)
Highest Market Price
Lowest Market Price
Average Market Price
Net Worth Per Share
Before Distribution
After Distribution
Earnings Per Share
Weighted Average Shares (thousand shares)
Diluted Earnings Per Share
Dividends Per Share
Cash Dividends
Accumulated Undistributed Dividend
Return on Investment
Price/Earnings Ratio (Note 2)
Price/Dividend Ratio (Note 3)
Cash Dividend Yield (Note 4)
2017
244.00
179.50
210.09
58.70
50.70
25,930,380
13.23
8.00
-
15.88
26.26
3.8%
2018
266.00
212.00
237.45
64.67
56.67 (Note 5)
25,930,380
13.54
8.00 (Note 5)
-
17.54
29.68 (Note 5)
3.4% (Note 5)
239.50
208.00
224.25
-
-
-
-
-
-
-
-
-
Note 1: Referred to TWSE website
Note 2: Price/Earnings Ratio = Average Market Price/ Diluted Earnings Per Share
Note 3: Price/Dividend Ratio = Average Market Price/Cash Dividends Per Share
Note 4: Cash Dividend Yield = Cash Dividends Per Share/Average Market Price
Note 5: Pending shareholders' approval
4.1.11 Dividend Policy and Distribution of Earnings
TSMC does not pay dividends when there are no profits or retained earnings. TSMC has distributed cash dividends every year to its
shareholders since 2004. Payment of dividends (including in cash and in stock) in respect of the prior year is made following approval
by the annual general meeting of shareholders. The R.O.C. Company Act, amended in August 2018, allows a company, as authorized
by its Articles of Incorporation, to distribute dividends on a quarterly basis or a semi-annual basis and to have its board of directors to
approve the dividends in cash. On February 19, 2019, TSMC’s board of directors adopted a proposal recommending distribution of a
2018 cash dividend of NT$8 per common share and resolved to submit the proposal for approval by the annual general meeting of
shareholders to be held on June 5, 2019 as shown in the table below. TSMC’s board of directors also resolved to submit for approval at
the annual general meeting of shareholders the proposed amendments to TSMC’s Articles of Incorporation to authorize the Company’s
board of directors to approve cash dividends after the close of each quarter. Subject to the shareholders’ approval of such amendments,
TSMC’s board of directors will approve each quarter’s dividend in the following quarter’s board meeting, after which the dividend will
be distributed within six months. TSMC’s board of directors plans to approve a cash dividend of NT$2 per common share for the first
quarter of 2019 in the second quarter of 2019, which will be paid in the fourth quarter of 2019. Therefore, all shareholders of TSMC
are expected to receive a cash dividend of NT$10 per share in total in 2019. In the future, TSMC intends to continue its stable dividend
policy and return about 70% of free cash flow to shareholders every year. As the Company’s business continues to grow and generates
greater amounts of free cash flow, it expects to maintain a sustainable quarterly cash dividend, and to distribute the cash dividend each
year at a level not lower than the year before.
As resolved by TSMC’s Board of Directors on February 19, 2019, a profit sharing bonus to employees was expensed based on a certain
percentage of 2018 profit; compensation to directors was expensed based on the estimated amount of payment. If the actual amounts
subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change in accounting
estimate.
2018 Directors’ Compensation and Employees’ Profit Sharing Bonus
Directors’ Compensation (Cash)
Employee’s Profit Sharing Bonus (Cash)
Total
Board Resolution (02/19/2019)
Amount (NT$)
349,271,420
23,570,040,330
23,919,311,750
Note: NT$23,570,040,330 employees’ cash bonus has already been distributed following each quarter of 2018. The above employees’ profit sharing bonus will be distributed in July, 2019.
2017 Directors’ Compensation and Employees’ Profit Sharing Bonus
Directors’ Compensation (Cash)
Employees’ Profit Sharing Bonus (Cash)
Total
Board Resolution (02/13/2018)
Actual Result (Note)
Amount (NT$)
368,919,380
23,019,082,263
23,388,001,643
Amount (NT$)
368,919,380
23,019,082,263
23,388,001,643
Note: The above Directors' Compensation and Employees’ Profit Sharing Bonus were expensed under the Company’s 2017 statement of comprehensive income and the same amounts were approved by
the Board of Directors at its meeting on February 13, 2018.
4.1.13 Impact to 2019 Business Performance and EPS Resulting from Stock Dividend Distribution: Not applicable.
4.1.14 Buyback of Common Stock: None.
62
63
4.2 Issuance of Corporate Bonds
4.2.1 Corporate Bonds
NTD Corporate Bonds
As of 02/28/2019
Issuance
Issuing Date
Denomination
Offering Price
Total Amount
Coupon
Tenor and Maturity Date
Outstanding
Credit Rating
Trustee
Guarantor
Underwriter
Legal Counsel
Auditor
Repayment
Redemption or Early Repayment Clause
Domestic Unsecured Bond (101-1)
Domestic Unsecured Bond (101-2)
Domestic Unsecured Bond (101-3)
Domestic Unsecured Bond (101-4)
Domestic Unsecured Bond (102-1)
Domestic Unsecured Bond (102-2)
Domestic Unsecured Bond (102-3)
Domestic Unsecured Bond (102-4)
08/02/2012
NT$10,000,000
Par
NT$18,900,000,000
Tranche A: 1.28% p.a.
Tranche B: 1.40% p.a.
Tranche A: 5 years
Maturity: 08/02/2017
Tranche B: 7 years
Maturity: 08/02/2019
09/26/2012
NT$10,000,000
Par
NT$21,700,000,000
Tranche A: 1.28% p.a.
Tranche B: 1.39% p.a.
Tranche A: 5 years
Maturity: 09/26/2017
Tranche B: 7 years
Maturity: 09/26/2019
10/09/2012
NT$10,000,000
Par
NT$4,400,000,000
1.53% p.a.
Tenor: 10 years
Maturity: 10/09/2022
01/04/2013
NT$10,000,000
Par
02/06/2013
NT$10,000,000
Par
07/16/2013
NT$10,000,000
Par
08/09/2013
NT$10,000,000
Par
09/25/2013
NT$10,000,000
Par
NT$23,600,000,000
NT$21,400,000,000
NT$13,700,000,000
NT$12,500,000,000
NT$15,000,000,000
Tranche A: 1.23% p.a.
Tranche B: 1.35% p.a.
Tranche C: 1.49% p.a.
Tranche A: 1.23% p.a.
Tranche B: 1.38% p.a.
Tranche C: 1.50% p.a.
Tranche A: 1.50% p.a.
Tranche B: 1.70% p.a.
Tranche A: 1.34% p.a.
Tranche B: 1.52% p.a.
Tranche A: 5 years
Maturity: 01/04/2018
Tranche B: 7 years
Maturity: 01/04/2020
Tranche C: 10 years
Maturity: 01/04/2023
Tranche A: 5 years
Maturity: 02/06/2018
Tranche B: 7 years
Maturity: 02/06/2020
Tranche C: 10 years
Maturity: 02/06/2023
Tranche A: 7 years
Maturity: 07/16/2020
Tranche B: 10 years
Maturity: 07/16/2023
Tranche A: 4 years
Maturity: 08/09/2017
Tranche B: 6 years
Maturity: 08/09/2019
Tranche A: 1.35% p.a.
Tranche B: 1.45% p.a.
Tranche C: 1.60% p.a.
Tranche D: 1.85% p.a.
Tranche E: 2.05% p.a.
Tranche F: 2.10% p.a.
Tranche A: 3 years
Maturity: 09/25/2016
Tranche B: 4 years
Maturity: 09/25/2017
Tranche C: 5.5 years
Maturity: 03/25/2019
Tranche D: 7.5 years
Maturity: 03/25/2021
Tranche E: 9.5 years
Maturity: 03/25/2023
Tranche F: 10 years
Maturity: 09/25/2023
NT$9,000,000,000
NT$9,000,000,000
NT$4,400,000,000
NT$13,000,000,000
NT$15,200,000,000
NT$13,700,000,000
NT$8,500,000,000
NT$12,000,000,000
twAAA
(Taiwan Ratings Corporation, 07/02/2012)
twAAA
(Taiwan Ratings Corporation, 08/23/2012)
twAAA
(Taiwan Ratings Corporation, 09/04/2012)
twAAA
(Taiwan Ratings Corporation,
11/29/2012)
twAAA
(Taiwan Ratings Corporation,
12/18/2012)
twAAA
(Taiwan Ratings Corporation,
05/16/2013)
twAAA
(Taiwan Ratings Corporation,
07/15/2013)
twAAA
(Taiwan Ratings Corporation,
08/06/2013)
Mega International Commercial Bank
Taipei Fubon Commercial Bank
None
Not Applicable
Modern Law Office
Deloitte & Touche
Bullet
None
None
None
Covenants
Other
Rights of
Bondholders
Conversion Right
Amount of Converted or
Exchanged Common Shares,
ADRs or Other Securities
Not Applicable
Dilution Effect and Other Adverse Effects on
Existing Shareholders
Custodian
None
None
4.2.2 Convertible Bond: None.
4.2.3 Exchangeable Bond: None.
4.2.4 Shelf Registration: None.
4.2.5 Bond with Warrants: None.
64
65
4.3 Preferred Shares
4.3.1 Preferred Share: None.
4.3.2 Preferred Share with Warrants: None.
4.4 Issuance of American Depositary Shares
Issuing Date
10/08/1997
11/20/1998
01/12/1999 -
01/14/1999
07/15/1999
08/23/1999 -
09/09/1999
02/22/2000 -
03/08/2000
04/17/2000
06/07/2000 -
06/15/2000
05/14/2001 -
06/11/2001
06/12/2001
11/27/2001
02/07/2002 -
02/08/2002
11/21/2002 -
12/19/2002
07/14/2003 -
07/21/2003
11/14/2003
08/10/2005 -
09/08/2005
05/23/2007
Total Amount (US$)
594,720,000
184,554,440
35,500,000
296,499,641
158,897,089
379,134,599
224,640,000
1,167,873,850
240,999,660
297,649,640
320,600,000
1,001,650,000
160,097,914
908,514,880
1,077,000,000
1,402,036,500
2,563,200,000
Offering Price Per ADS
(US$)
24.78
15.26
17.75
24.516
28.964
57.79
56.16
35.75
20.63
20.63
16.03
16.75
8.73
10.40
10.77
8.6
10.68
Units Issued
24,000,000
12,094,000
2,000,000
12,094,000
5,486,000
6,560,000
4,000,000
32,667,800
11,682,000
14,428,000
20,000,000
59,800,000
18,348,000
87,357,200
100,000,000
163,027,500
240,000,000
Common Shares
Represented
Underlying Securities
120,000,000
60,470,000
10,000,000
60,470,000
27,430,000
32,800,000
20,000,000
163,339,000
58,410,000
72,140,000
100,000,000
299,000,000
91,740,000
436,786,000
500,000,000
815,137,500
1,200,000,000
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
(Pursuant to ADR
Conversion Sale
Program)
TSMC Common
Shares from Selling
Shareholders
(Pursuant to ADR
Conversion Sale
Program)
TSMC Common
Shares from Selling
Shareholders
Cash Offering
and TSMC
Common Shares
from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders (Pursuant
to ADR Conversion Sale
Program)
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
(Pursuant to ADR
Conversion Sale
Program)
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
TSMC Common
Shares from Selling
Shareholders
(Note 4)
(Note 3)
Apportionment of
Expenses for Issuance
and Maintenance
(Note 3)
Issuance and Listing
NYSE
Rights and Obligations
of ADS Holders
Same as those of Common Share Holders
Trustee
Not Applicable
Depositary Bank
Citibank, N.A. – New York
Custodian Bank (Note 1)
Citibank, N.A. – Taipei Branch
As of February 28, 2019, total number of outstanding ADSs was 1,068,051,367.
See Deposit Agreement and Custody Agreement for Details
ADSs Outstanding
(Note 2)
Terms and Conditions
in the Deposit
Agreement and
Custody Agreement
Closing Price Per
ADS (US$; source:
Bloomberg)
2018
01/01/2019 -
02/28/2019
High
Low
Average
High
Low
Average
46.38
35.29
40.62
39.60
34.36
37.39
Note 1: Citibank, N.A., Taipei Branch changed its name to “Citibank Taiwan Limited” in 2009.
Note 2: TSMC has in aggregate issued 813,544,500 ADSs since 1997, which, if taking into consideration stock dividends distributed over the period, would amount to 1,147,835,205 ADSs. Stock
dividends distributed in 1998, 1999, 2000, 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008 and 2009 were 45%, 23%, 28%, 40%, 10%, 8%, 14.08668%, 4.99971%, 2.99903%, 0.49991%,
0.50417% and 0.49998%, respectively. As of February 28, 2019, total number of outstanding ADSs was 1,068,051,367 after 79,783,838 were redeemed.
Note 3: All fees and expenses such as underwriting fees, legal fees, listing fees and other expenses related to issuance of ADSs were borne by the selling shareholders, while maintenance expenses such as
annual listing fees and accountant fees were borne by TSMC.
Note 4: All fees and expenses such as underwriting fees, legal fees, listing fees and other expenses related to issuance of ADSs were borne proportionately by TSMC and the selling shareholders, while
maintenance expenses such as annual listing fees and accountant fees were borne by TSMC.
66
67
4.5 Status of Employee Stock Option Plan
4.5.1 Issuance of Employee Stock Options: None.
4.5.2 Employee Stock Options Granted to Management Team and to Top 10 Employees: None.
4.6 Status of Employee Restricted Stock
4.6.1 Status of Employee Restricted Stock: None.
4.6.2 Employee Restricted Stock Granted to Management Team and to Top 10 Employees: None.
4.7 Status of New Share Issuance in Connection with Mergers and Acquisitions: None.
4.8 Financing Plans and Implementation: Not applicable.
68
69
Operational Highlights
5.1 Business Activities
5.1.1 Business Scope
5
As the founder and leader of the dedicated semiconductor foundry segment, TSMC provides a full range of integrated semiconductor
foundry services, including the most advanced process technologies, leading specialty technologies, the most comprehensive design
ecosystem support, excellent manufacturing productivity and quality, advanced mask and packaging services, and so on, to meet a
growing variety of customer needs. The Company strives to provide the best overall value to its customers and views customer success
as TSMC success. As a result, TSMC has won customer trust from around the world and has experienced strong growth and success.
5.1.2 Customer Applications
TSMC manufactured 10,436 different products for 481 customers in 2018. These chips were used across a broad spectrum of
electronic applications, including computers and peripherals, information appliances, wired and wireless communication systems,
servers and data center, automotive and industrial equipment, consumer electronics such as digital TVs, game consoles, digital cameras,
IoT and wearables, and many other devices and applications.
The rapid ongoing evolution of end products prompts customers to pursue differentiation using TSMC’s innovative technologies and
services and, at the same time, spurs TSMC’s own development of technology. As always, success depends on leading rather than
following industry trends.
5.1.3 Consolidated Shipments and Net Revenue in 2018 and 2017
Unit: Shipments (thousand 12-inch equivalent wafers) / Net Revenue (NT$ thousands)
Wafer
Others (Note 2)
Total
Domestic (Note 1)
Export
Domestic (Note 1)
Export
Domestic (Note 1)
Export
2018
2017
Shipments
Net Revenue (Note 3)
Shipments
Net Revenue (Note 3)
1,575
9,177
N/A
N/A
1,575
9,177
81,718,513
829,577,851
8,398,094
111,779,099
90,116,607
941,356,950
1,650
8,799
N/A
N/A
1,650
8,799
89,888,258
785,573,187
7,900,379
94,085,417
97,788,637
879,658,604
Note 1: Domestic means sales to Taiwan.
Note 2: Others mainly include revenue associated with packaging and testing services, mask making, design services, and royalties.
Note 3: Commencing in 2018, the Company began to break down the net revenue by product based on a new method which associates most estimated sales returns and allowances with individual sales
transactions, as opposed to the previous method which allocated sales returns and allowances based on the aforementioned gross revenue. The Company believes the new method provides a
more relevant breakdown than the previous one. On a comparable basis, the classification of 2017 has been revised accordingly.
5.1.4 Production in 2018 and 2017
Unit: Capacity / Output (million 12-inch equivalent wafers) / Amount (NT$ millions)
Year
2018
2017
Wafers
Capacity
12 - 13
11 - 12
Output
10 - 11
10 - 11
Amount
478,269
454,603
71
5.2 Technology Leadership
5.2.1 R&D Organization and Investment
with leading universities throughout the world for two grand
purposes; the advancement of semiconductor technologies and
the incubation of talents for the future.
In 2018 TSMC continued to invest in research and development,
with total R&D expenditures amounting to 8% of revenue, a
level that equals or exceeds the R&D investment of many other
leading high-tech companies.
Despite the increasingly complex and difficult challenge to
continue extending Moore’s Law, which calls for the doubling
of semiconductor computing power every two years, TSMC has
focused its R&D efforts on enabling the Company to continually
offer its customers first-to-market, leading-edge technologies
and design solutions that contribute to their product success.
In 2018, following the volume ramp-up of the industry leading
7nm technology, the R&D organization completed the transfer
to manufacturing of the 7nm+ technology, an enhanced version
of 7nm. At the same time, the R&D organization continues to
fuel the pipeline of technological innovation needed to maintain
industry leadership. TSMC’s 5nm technology, the fifth generation
of technology platform to make use of 3D FinFET transistors, is
on track for risk production in 2019. TSMC’s 3nm technology
has entered full development stage and the definition and
intensive early development efforts have been progressing for
nodes beyond 3nm.
In addition to CMOS logic, TSMC conducts R&D on a wide
range of other semiconductor technologies that provide the
functionality required by customers for mobile SoC and other
applications. Highlights in 2018 include: high-volume production
of Gen-3 Integrated Fan-Out Package on Package (InFO-PoP) for
mobile application processor packaging; successful qualification
of Gen-4 InFO-PoP advanced packaging technology for mobile
applications and Integrated Fan-Out on Substrate (InFO-oS) for
HPC applications; development of industry’s unique 90nm BCD
(Bipolar-CMOS-DMOS) technology offering leading-edge 5-16V
power devices and dense logic integration with competitive cost,
as the next generation mobile Power Management IC (PMIC)
solution; stable yield and reliability demonstration of 28nm
node eFlash for high performance mobile computing and high
performance low-leakage platforms with expected technical
qualification for automobile electronics and micro controller
units (MCU) in 2019; mass production launch of new generation
CMOS image sensors of sub-micron pixel for mobile applications
and development of Ge-on-Si sensor for three dimensional range
sensing applications with superior performance.
In 2018, TSMC maintained strong partnerships with world-class
research institutions, including SRC in the U.S. and IMEC in
Belgium. TSMC also continued to expand research collaboration
R&D Expenditures
Amount: NT$ thousands
3
6
4
,
2
3
7
,
0
8
9
6
5
,
5
9
8
,
5
8
8
8
0
,
8
7
0
,
3
1
2017
2018
01/01/2019 -
02/28/2019
5.2.2 R&D Accomplishments in 2018
Highlights
• 5nm Technology
Even though the semiconductor industry is approaching the
physical limits of silicon, 5nm technology still follows Moore’s
Law and delivers substantial density improvement with better
performance at same power or lower power consumption
at comparable performance. In 2018, TSMC continued full
development of 5nm focusing on manufacturing baseline
process setup, yield learning, transistor and interconnect R/C
performance improvement and reliability evaluation. The SRAM
and logic yield results met the required expectations and TSMC is
thus now committed to the goal of risk production in 2019.
• 3nm Technology
Development of the 3nm FinFET (Fin field-effect transistor)
technology, targeting both mobile applications and high
performance computing devices, made good progress in
2018. 3nm FinFET technology is expected to offer excellent
improvement in speed, power, density and cost over 5nm FinFET
technology.
• Lithography Technology
The main focus for R&D lithography in 2018 was 7nm+
technology transfer, 5nm technology development and
preparation for development of 3nm technology and beyond.
For 7nm+ development, the technology was smoothly
transferred and R&D is working with the fab to clean up any
remaining patterning issues. As for 5nm development, EUV
(extreme ultraviolet) lithography showed promising imaging
capability with expected good wafer yield. R&D is working on
EUV cost reduction, mask defect reduction in scanner, and
mask-making capability improvement. In 2019, TSMC will focus
intently on improving EUV quality and adopting more EUV layers
in 3nm technology and beyond.
In 2018, the EUV program made continuous improvement
in light-source power and stability, which has enabled faster
learning rates and process development for advanced nodes.
Additional progress was made with resist process, pellicle, and
related mask blanks, as EUV technology moves closer to full scale
R&D and manufacturing readiness.
• Mask Technology
Mask technology is an integral part of advanced lithography.
In 2018, R&D successfully implemented EUV mask technology
into 7nm+ and 5nm nodes. Solid progress was made on the
production yield and the reduction of blank native defects to
meet high-volume manufacturing requirements.
Integrated Interconnect and Packaging
Wafer level system integration (WLSI) is built upon TSMC’s wafer
processes and capacity core competency to meet customer
system-level and packaging needs in performance, power, profile,
cycle time and cost. WLSI encompasses several complementary
platforms, including TSMC-SoICTM, CoWoS®, InFO and Under-
Bump-Metallurgy Free Integration (UFI). Customers can leverage
TSMC’s unique wafer-to-package turnkey services for optimal
time-to-market of highly competitive products.
• 3D IC and TSMC-SoICTM (System-on-Integrated Chips)
TSMC-SoICTM is an innovative frontend wafer-process-based
platform that integrates multi-chip, multi-tier, multi-function
and mix-and-match technologies to enable high speed, high
bandwidth, low power, high pitch density, and minimal
footprint and stack-height heterogeneous 3D IC integration.
This technology not only helps to sustain Moore’s Law regarding
chip partition and on-chip integration, but also enables off-chip
heterogeneous system-level scaling. TSMC has worked with
customers to develop TSMC-SoICTM designs for high-performance
computing system applications.
• Si Interposer and CoWoS® (Chip on Wafer on
Substrate)
TSMC continues to see good growth momentum in CoWoS®
demand in HPC and AI applications. CoWoS® is the main
platform for heterogeneous integration of advanced node SoC
chip and high bandwidth memory (HBM). TSMC’s leadership in
this technology is further strengthened by robust manufacturing
yield, growing capabilities on larger interposer and package sizes,
as well as feature-rich interposers such as embedded capacitors
in the Si interposer.
• Advanced Fan-Out and InFO (Integrated Fan-Out)
In 2018, TSMC continued to lead in high-volume manufacturing
of InFO-PoP Gen-3 packaging for mobile applications processors
and Integrated Fan-Out on Substrate (InFO-oS) applications.
InFO-PoP Gen-4 was also successfully qualified for mobile
applications and started developing multi-die integration with
fine-pitch die-to-die interconnection and InFO-UHD (ultra-high
density) for both mobile and HPC applications. Based on InFO-
PoP Gen-4 qualification, it could have smaller package size
with finer RDL (redistribution layer) line, BGA (ball grid array)
pitch. Gen-4 also enhances thermal performance. The newly
developed InFO-PoP could be stacked with various commercial
DRAM devices with competitive performance. This InFO-PoP with
backside RDL will boost penetration into mobile applications
and processor applications with wide coverage from premium
to mid-end market and was High-Volume Manufacturing
(HVM) ready in 2019. New generation IPD (integrated passive
device) technology, which provides high density capacitors and
low ESL (effective series inductance) for electrical performance
boost, passed qualification on InFO-PoP. Enhanced InFO-PoP
will benefit AI and 5G mobile applications. New IPD HVM
is scheduled to begin in 2019. To meet the demands of 5G
mobile communications, TSMC has developed an advanced
InFO antenna in package (InFO-AIP) technology, in which the RF
chip and millimeter wave antenna are integrated into an InFO
package. InFO-AIP technology provides high performance, low-
power, small-size, low-cost solutions for millimeter wave system
applications such as 5G mobile, video streaming and virtual
reality (VR) wireless communications. This technology can also
support the fast-evolving automotive applications in car radar,
auto-driving and driving safety.
• Advanced Interconnect
TSMC has made significant progress in chip performance by
interconnect time delay reduction. The novel Via processes have
demonstrated a 30% reduction in Via resistance with comparable
chip reliability and performance. In addition, the novel materials
and optimized integration approach have been verified with
lower capacitance loading and enhanced device reliability. TSMC
customers could enhance their competitiveness by using these
prominent advances in interconnect RC (resistance-capacitance)
delay.
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Advanced Technology Research
Innovation in transistor architectures and materials continues to
enable higher performance and reduced power consumption
in advanced logic technologies. TSMC is at the forefront of
transistor research. At the 2018 International Electron Device
Meeting (IEDM). TSMC published the first high performance
CMOS Ge gate stack, a record low n-Ge contact resistance, and
Ge-channel vertically stacked lateral gate-all-around nanowire
transistors. TSMC continues to look for hardware accelerators
for AI and HP computing. Also presented at 2018 IEDM: Phase
change memory was integrated in 40nm CMOS technology and
demonstrated as a key technology candidate for AI applications.
TSMC research is well positioned to pave the way for continued
density scaling, performance enhancement and power reduction
to deliver advanced logic technologies for mobile and high
performance computation applications.
Specialty Technologies
TSMC offers a broad mix of technologies to address a wide range
of applications:
• Mixed Signal/Radio Frequency (MS/RF) Technology
In 2018, in order to facilitate transceiver circuit design for the
increasing demand of 5G cutting-edge wireless technologies,
TSMC successfully delivered various options in 16nm, 22nm and
28nm devices with a Si-based millimeter wave (mmWave) model
to fulfill customers’ requirement in cross-functional integrated
applications. To achieve better performance in insertion loss
and isolation in special process for cellular/Wi-Fi RF switch
applications, TSMC reduced the key parameter Ron-Coff to ~78
fs (femtosecond) by providing 40nm process as a lower-cost
alternative.
• Power IC/Bipolar-CMOS-DMOS (BCD) Technology
TSMC developed unique 90nm BCD technology, offering
leading-edge 5-16V power devices and dense logic integration
at a competitive cost, as a next generation mobile Power
Management IC (PMIC) solution. TSMC continually enriches this
platform to cover more PMIC applications with 40nm ultra-low-
power compatible 20-24V HV devices with integrated RRAM for
the first time to enable low power, high integration in a small
footprint for mobile applications.
• Panel Drivers Technology
In 2018, TSMC deployed 40nm UHD SRAM, 6-8V and 25-
32V high-voltage technologies for small panel Super Retina
display driver ICs in Display Driver IC (DDIC) and Touch with
Display Driver Integration (TDDI). In addition, the Company
also penetrated the markets for OLED (organic light emitting
diode), AR/VR and medium panel driver ICs. Dozens of customers
and products entered mass production and the yield has been
excellent. For next generation products, TSMC has introduced
dual platforms in advanced high-voltage technologies, wafer
stacking, and panel verification, and plans to begin risk
production in the first half of 2019.
• Micro-electromechanical Systems (MEMS) Technology
In 2018, TSMC’s modular MEMS technology was qualified
for mass production of accelerometers and a pilot run
of high-resolution pressure sensors. Future plans include
the development of next-generation high-sensitivity thin
microphone, MEMS Si-pillar TSV (through silicon via) technology
and BioMEMS applications.
• GaN Technology
The first generation of 650V/100V enhancement high
electron mobility transistor (E-HEMT) went into risk
production in 2018. The second generation of 650V/110V
E-HEMT and RF 100V D-HEMT GaN devices were developed
and passed engineering qualification, also in 2018.
• Complementary Metal-Oxide-Semiconductor (CMOS)
Image Sensor Technology
In 2018, TSMC had several achievements in CMOS image
sensor technology including: (1) mass-production of new-
generation sensors of sub-micron pixel for mobile application;
(2) successful development of Ge-on-Si sensor for 3D range
sensing applications with performance superior to Si sensor; (3)
successful application of wafer stack technology to prototype
Single Photon Avalanche Diode (SPAD) sensor array technology
for 3D time-of-flight applications.
• Embedded Flash/Emerging Memory Technology
TSMC reached several major milestones in embedded non-
volatile memory (NVM) technologies in 2018. At the 40nm
node, NOR-based cell technology with Split-Gate cell was
successfully mass-produced to support consumer electronics
applications such as IoT, smartcards and MCU and was also
qualified for automotive electronics applications. At 28nm
node, embedded flash development for HP mobile computing
and HP low-leakage platforms have demonstrated stable yield
and reliability, and technical qualification is expected in 2019
for automobile electronics and micro controller units (MCU).
Customers also announced industry’s first on-chip flash memory
MCU using TSMC’s 28nm embedded flash technology for next
generation autonomous cars. In 2018 TSMC offered 40nm
RRAM technology to be embedded in NVM technologies as a
low-cost solution for the price-sensitive IoT market. Development
in 28nm and 22nm embedded resistive memory technology is
on track and expected to enter production in 2020. TSMC is also
developing 28nm and 22nm embedded MRAM technology as
the solution for embedded-flash technology replacement beyond
the 40nm Split-Gate cell node. 2019 production of embedded
MRAM is expected to serve many emerging applications.
5.2.3 Technology Platform
TSMC provides customers with advanced technology platforms
that include the comprehensive design infrastructure required
to optimize design productivity and cycle time. These include:
design flows for electronic design automation (EDA); silicon-
proven libraries and IP building blocks; and simulation and
verification design kits, i.e., process design kits (PDKs) and
technology files.
For TSMC’s latest advanced technologies of 5nm, 7nm, 7nm+,
12nm, 22nm and 3D IC design enablement platform, EDA tools,
features and IP solutions are readily available for customers to
adopt to meet their product requirements at various design
stages. TSMC also extends its IP quality program (TSMC 9000)
to allow IP audits to be performed either at TSMC or at TSMC-
certified laboratories. To help customers plan new product
tape-outs incorporating library/IP from TSMC’s Open Innovation
Platform® (OIP) ecosystem, the OIP ecosystem features a portal to
connect customers to an ecosystem of 39 IP solution providers.
Overall, TSMC and its IP partners have accumulated a portfolio
of more than 20,000 IP titles, from 0.35µm to 5nm with major
IP types to meet customer design needs. TSMC and its EDA
partners have created numerous deliverables from 0.13µm to
5nm that have successfully supported customer tape-outs.
provides a broad range of PDKs for digital logic, mixed-signal,
radio frequency (RF), high-voltage driver, CMOS image sensor
(CIS) and embedded flash technologies across a range of
technology nodes from 0.5µm to 5nm. In addition, the Company
provides technology files for design rule checking (DRC), layout
verification of schematic (LVS), resistance-capacitance (RC)
extraction, automatic place and route, and a layout editor to
ensure process technology information is accurately represented
in electronic design automation (EDA) tools. By 2018, TSMC had
provided more than 9,000 technology files and more than 300
PDKs via TSMC-OnlineTM. There are more than 100,000 customer
downloads of these files every year.
Library and IP
Silicon intellectual property (IP) is the basic building block
of integrated circuit designs. Various IP types are available
to support different customer design applications including
foundation IP, analog IP, embedded memory IP, interface IP and
soft IP. TSMC and its alliance partners offer customers a rich
portfolio of reusable IPs, which are essential building blocks for
many circuit designs. In 2018, the Company expanded its library
and silicon IP portfolio to contain more than 20,000 items, a
25% increase over 2017.
Design Methodology and Flow
Reference flows are built on top of certified EDA (electronic
design automation) tools to provide additional design flow
methodology innovations that can help boost productivity. In
2018, TSMC addressed critical design challenges associated
with the new 5nm and 3D IC technology for digital and SoC
applications by announcing the readiness of reference flows
through OIP collaboration that feature FinFET-specific design
solutions and methodologies for performance, power and area
optimization.
5.2.4 Design Enablement
5.2.5 Intellectual Property
TSMC’s technology platforms provide a solid foundation to
facilitate the design process. Customers can design directly using
the Company’s internally developed IP and tools or use tools
available from TSMC’s OIP partners.
Tech Files and PDKs
EDA tool certification is an essential element for IP and customer
designs to ensure that features meet TSMC process technology
requirements, with certification results that can be found on
TSMC-OnlineTM. There are corresponding technology files and
process development kits (PDKs) available for customers to
download and design together with certified EDA tools. TSMC
A strong portfolio of intellectual property rights strengthens
TSMC’s technology leadership and protects our advanced
and leading-edge technologies. As of end of 2018, TSMC has
accumulated near 50,000 patent applications, and over 34,000
patent grants worldwide. In 2018, TSMC has obtained near
2,500 U.S. patents to rank #6 among U.S. patent assignees,
making the ranking of top 10 U.S. patent assignees for the third
consecutive year. Additionally, TSMC actively develops worldwide
patent strategy, ranking #1 among patent applicants in Taiwan,
and obtaining over 1,000 patents in Taiwan and China. In terms
of patent quality, the average allowance rate of TSMC’s U.S.
applications is 98% and ranks #1 among top 10 U.S. patent
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assignees. Going forward, TSMC will continue to implement
a unified strategic plan for intellectual capital management,
combining with strategic considerations and close alignment
with the business objectives, to drive the timely creation,
management and use of intellectual property.
TSMC has established a process to generate company value
from intellectual property by aligning intellectual property
strategy with R&D, business operation objectives, marketing, and
corporate development strategies. Intellectual property rights
protect the company’s freedom to operate, enhance competitive
position, and provide leverage to participate in many profit-
generating activities.
TSMC has worked continuously to improve the quality of
intellectual property portfolio and to reduce the maintenance
costs. TSMC will continue to invest in intellectual property
portfolio and intellectual property management system to ensure
the company’s technology leadership and receive maximum
business value from intellectual property rights.
5.2.6 TSMC University Collaboration Programs
In recent years TSMC has significantly expanded its collaborations
with prestigious universities in Taiwan. The mission of these
joint research is twofold: to incubate high-quality graduate
students for semiconductor industry, and to inspire university
professors to conduct frontier semiconductor science and
technologies research, including but not limited to novel device,
process and materials technology, semiconductor manufacturing
and engineering, and specialty technologies for electronic
applications. Back in 2013, TSMC established research centers
at four top universities in Taiwan, namely National Chiao Tung
University, National Taiwan University, National Cheng Kung
University and National Tsing Hua University. In 2018, 371
high-caliber students with backgrounds in the disciplines of
electronics, physics, materials, chemistry, chemical engineering
and mechanical engineering have joined these four research
centers. In 2015, TSMC furthered its collaboration with the
International College of Semiconductor Technology (ICST), at
National Chiao Tung University. With TSMC’s support to this
international program, a few renowned adjunct professors and
a good number of international Ph.D. students have undertaken
exploratory research at ICST.
In addition, TSMC also conducts strategic research projects at
top overseas universities, such as Stanford, MIT, UC Berkeley
and so on. The focus is on disruptive capabilities in transistors,
interconnect, patterning, modeling and special technologies.
TSMC University Shuttle Program
The TSMC University Shuttle Program was established to provide
professors at leading research universities worldwide with
access to the advanced silicon process technologies needed to
research and develop innovative circuit design concepts. This
program links motivated professors and graduate students with
enthusiastic managers at TSMC in order to promote excellence
in the development of advanced silicon design technologies
and to nurture new generations of engineering talent in the
semiconductor field. The program provides access to TSMC
silicon process technologies for digital and analog/mixed-signal
circuits, RF designs and micro-electromechanical system designs.
Participants include major university research groups worldwide.
TSMC and the University Shuttle Program participants achieve
“win-win” collaboration through the program, which allows
graduate students to implement exciting designs and achieve
silicon proof points for innovations in various end-applications.
5.2.7 Future R&D Plans
To maintain and strengthen TSMC’s technology leadership,
the Company plans to continue investing heavily in R&D. For
advanced CMOS logic, the Company’s 5nm and 3nm CMOS
nodes continue progressing in the pipeline. In addition, the
Company’s reinforced exploratory R&D work is focused on
beyond-3nm node; in areas such as 3D transistors, new
memory, and low-R interconnect, on track to establish a
solid foundation to feed into technology platforms. For 3D IC
advanced packaging, innovations for energy-efficient sub-system
integration and scaling provide further augmentation to CMOS
logic applications. For specialty technologies, the Company has
intensified its focus on new specialty technologies such as RF and
3D intelligent sensors targeting 5G and smart IoT applications.
The Corporate Research function established in 2017 continues
to focus on novel materials, process, devices, nanowires,
memories, etc. for the long-term, beyond 8 to 10 years. The
Company also continues to collaborate with external research
bodies from academia to industry consortia alike with the
goal of extending Moore’s Law and paving the road to future
cost-effective technologies and manufacturing solutions for its
customers.
With a highly competent and dedicated R&D team and its
unwavering commitment to innovation, TSMC is confident
in its ability to deliver the best and most cost-effective SoC
technologies to its customers and to drive future business
growth and profitability for years to come.
Summary of TSMC’s Major Future R&D Projects
Project Name
Description
5nm logic technology
platform and applications
5th generation FinFET CMOS technology
platform for SoC
Beyond-5nm logic
technology platform and
applications
3D IC
Next-generation
lithography
Long-term research
6th generation FinFET CMOS technology
platform for SoC
Cost-effective solution with better form
factor and performance for System-in-
Package (SiP)
EUV lithography and related patterning
technology to extend Moore’s Law
Specialty SoC technology (including new
NVM, MEMS, RF, analog) and transistors
for 8 - 10 year out horizon
Risk Production
(Estimated
Target
Schedule)
2019
2021
2018 - 2020
2018 - 2020
2018 - 2025
The projects above account for roughly 70% of the total R&D budget for 2019, estimated to be
around 9% of 2019 revenue.
5.3 Manufacturing Excellence
5.3.1 GIGAFAB® Facilities
Maintaining dependable capacity is a key part of TSMC’s
manufacturing strategy. The Company currently operates three
12-inch GIGAFAB® facilities – Fabs 12, 14 and 15. The combined
capacity of the three facilities exceeded 8 million 12-inch
wafers in 2018. Production within these three facilities supports
0.13µm, 90nm, 65nm, 40nm, 28nm, 20nm, 16nm, 10nm,
and 7nm process technologies, including each technology’s
sub-nodes. An additional portion of the capacity is reserved for
R&D work on leading-edge manufacturing technologies, which
currently supports the technology development of the 5nm, 3nm
node and beyond.
The three GIGAFAB® facilities are coordinated by the centralized
fab manufacturing management system known as super
manufacturing platform (SMP) to provide customers with greater
benefits in the form of more consistent quality and reliability,
improved flexibility to cope with demand fluctuations, faster
yield learning and time-to-volume, and lower-cost product
requalification.
5.3.2 Engineering Performance Optimization
As advanced technology continues to evolve and the geometry
keeps shrinking, the need for tighter process control and
quality requirement has become extremely challenging for
manufacturing. TSMC’s unique manufacturing infrastructure
is tailored to handle a diversified product portfolio, which uses
strict process control to attain tightened specs and meet higher
product quality, performance, and reliability requirements.
To achieve overall optimization of quality, yield, process and
equipment, the process control and analysis systems have
been integrated with many intelligent functions to perform
self-diagnosis, self-learning and self-reaction. These, in turn,
have demonstrated remarkable results in yield enhancement,
quality assurance, workflow improvement, fault detection, cost
reduction and shortening of the R&D cycle.
TSMC has developed systems for precise fault detection
and classification, intelligent advanced equipment control
and intelligent advanced process control to monitor the
manufacturing process in a timely manner and adjust conditions
precisely. To achieve quality-first and ensure highly efficient
and effective production, the Company has created precision
equipment matching and yield mining to minimize process
variation and potential defect and excursion.
To meet the stricter quality requirements of mobile, high
performance computing, automotive and the Internet of Things,
TSMC has further developed Big Data, Machine Learning, and
Artificial Intelligence architecture, which identify critical variables
to strengthen process control, optimize quality, and improve
yield management and operating efficiency simultaneously.
5.3.3 Agile and Intelligent Operations
The Company’s sophisticated, agile operation system continues
to drive manufacturing excellence by integrating demand and
capacity modeling, lean Work in Process (WIP) line management,
lot dispatching and scheduling, and equipment quality
performance to provide fast ramp-up, short cycle time, stable
manufacturing, on-time delivery, and total quality satisfaction.
The system also provides great flexibility to quickly support
customers’ urgent pull-in requests when needed.
TSMC has also introduced new applications such as IoT,
intelligent mobile devices and mobile robots to consolidate data
collection, yield traceability, workflow efficiency, and material
transportation to continuously enhance fab operation efficiency.
Committed to manufacturing excellence, TSMC has integrated
expert systems, advanced algorithms, artificial intelligence
and machine learning technology to build up an advanced
manufacturing environment. Advanced manufacturing
technologies are widely applied in scheduling and dispatching,
people productivity, equipment productivity, process and
equipment control, quality defense, and robotic control in
order to optimize quality, productivity, efficiency, and flexibility
while maximizing cost effectiveness and accelerating overall
innovation.
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5.3.4 Raw Materials and Supply Chain Management
In 2018, TSMC continued to review and resolve supply issues, quality issues and potential supply chain risks through the collaboration
of teams formed by operations, quality control and business organizations. TSMC also worked with suppliers to further advance
material and process innovation, improve quality and create recycling savings with benefits from win-win solutions.
Raw Materials Supply
Major Materials
Major Suppliers
Market Status
Procurement Strategy
Raw Wafers
FST
GlobalWafers
SEH
Siltronic
SUMCO
These 5 suppliers together provide over 90% of
the world’s raw wafer supply.
Each supplier has multiple manufacturing sites
in order to meet customer demand, including
plants in North America, Asia, and Europe.
• TSMC’s suppliers of silicon wafers are required to pass stringent quality
certification procedures.
• TSMC procures wafers from multiple sources to ensure adequate supplies for
volume manufacturing and to appropriately manage supply risk.
• Raw wafer quality enhancement programs are in place to support TSMC’s
technology advancement.
• TSMC regularly reviews the quality, delivery, cost, sustainability and service
performance of its wafer suppliers. The results of these reviews are incorporated
into subsequent purchasing decisions.
• A periodic audit of each wafer supplier’s quality assurance system ensures that
TSMC can maintain the highest quality in its own products.
• TSMC takes various approaches with suppliers to better manage the cost and
supply.
• Most suppliers have relocated some of their operations closer to TSMC’s major
manufacturing facilities, thereby significantly improving procurement logistics.
• All supplied products are regularly reviewed to ensure that TSMC’s specifications
are met and product quality is satisfactory.
• TSMC encourages and engages with chemical suppliers to implement innovative
green solutions for waste reduction
These 12 companies are the major worldwide
suppliers of chemicals.
Chemicals
Lithographic Materials
Gases
Slurry, Pad, Disk
Air Liquide
BASF
Entegris
Fujifilm Electronic Materials
Kanto PPC
Kuang Ming
Merck
RASA
Shiny
Tokuyama
Versum
Wah Lee
3M
Asahi Kasei
Dow Chemical
Fujifilm Electronic Materials
JSR
Merck
Nissan
Shin-Etsu Chemical
Sumitomo Chemical
T.O.K.
Air Liquide
Air Products
Central Glass
Entegris
Linde LienHwa
Praxair
SK Materials
Taiwan Material Technology
Taiyo Nippon Sanso
Versum
3M
AGC
Cabot Microelectronics
Dow Chemical
Fujibo
Fujifilm Electronic Materials
Fujimi
Kinik
Versum
These 10 companies are the major worldwide
suppliers of lithographic materials.
• TSMC works closely with suppliers to develop materials that meet all application
and cost requirements.
• TSMC and suppliers periodically conduct programs to improve their quality,
delivery, sustainability and green policy, and to ensure continuous progress of
TSMC’s supply chain.
• Some major suppliers have relocated or plan to replicate their manufacturing
sites closer to TSMC’s major manufacturing facilities, thereby significantly
improving procurement logistics and reducing supply risks.
These 10 companies are the major worldwide
suppliers of specialty gases.
• The majority of these suppliers have facilities in multiple geographic locations,
which minimizes supply risk for TSMC.
• TSMC conducts periodic audits to ensure that they meet TSMC’s standards.
These 9 companies are the major worldwide
suppliers of CMP (Chemical Mechanical
Polishing) materials.
• TSMC works closely with suppliers to develop materials that meet all application
and cost requirements.
• TSMC and suppliers periodically conduct programs to improve their quality,
delivery, sustainability and green policy, and to ensure continuous progress of
TSMC’s supply chain.
• Most suppliers have relocated or plan to replicate some of their manufacturing
sites closer to TSMC’s major manufacturing facilities, thereby significantly
improving procurement logistics and reducing supply risks.
Suppliers Accounting for at Least 10% of Annual Consolidated Net Procurement
Unit: NT$ thousands
Supplier
Company A
Company B
Company C
VIS
Company D
Others
Total Net Procurement
2018
2017
Procurement
Amount
As % of 2018 Total
Net Procurement
Relation to TSMC
Procurement
Amount
As % of 2017 Total
Net Procurement
Relation to TSMC
11,047,359
10,233,843
6,800,865
5,142,749
4,556,717
25,625,521
63,407,054
17%
None
16%
None
11%
None
8%
Investee accounted for
using equity method
7%
None
41%
100%
-
-
8,868,953
8,029,455
5,579,238
5,755,727
5,156,154
19,804,126
53,193,653
17%
None
15%
None
10%
None
11%
Investee accounted for
using equity method
10%
None
37%
100%
-
-
• Reason for Increase or Decrease: Due to market or customer product demand changes, etc.
5.3.5 Quality and Reliability
TSMC’s strong industry reputation stems from its commitment to provide customers with the highest-quality wafers and best service
for their products. Quality and Reliability (Q&R) services aim to achieve “quality on demand” to fulfill customers’ requirements for
time-to-market delivery, product reliability, and competitiveness over a broad range of product market segments. An automotive quality
improvement program has been implemented to meet customer requirements for low Defect Parts Per Million (DPPM).
Q&R technical services assist customers in the technology development stages and product design stages to design-in superior product
reliability. In 2018, Q&R worked with R&D in advanced logic technology, specialty technology and advanced packaging technology
development and qualification. Q&R has successfully qualified the leading-edge 7nm+ technology (the third FinFET generation), which
includes Extreme Ultraviolet (EUV) process and characterized process window with Fab for mass production in 2019. TSMC has led
the industry in 7nm technology qualification. The Company developed a complete model to simulate thermal dissipation effect during
FinFET operation, to provide more accurate electromigration (EM) design guideline for customers, to develop statistical electromigration
budgeting (SEB) model to calculate effective metal electromigration failure rate on whole chip and implement it into electronic design
automation (EDA) tool. Through the 7nm+ development process, TSMC enhanced profound reliability learning with new process steps
and new reliability methodologies, which, in turn, provided an important foundation for 5nm technology development and prepared
for 5nm risk production to start in 2019.
For specialty technologies, Q&R completed the second generation diffractive optical element (DOE) product qualification and ramped
up DOE unit production to support a key customer’s new product launch with 3D sensing and facial recognition applications. In
high-voltage technologies, 0.13µm Bipolar-CMOS-DMOS (BCD) and 0.18µm, third generation BCD process passed automotive grade
qualification. For CoWoS® packaging technologies, Q&R integrated high bandwidth memory (HBM) with advanced silicon technology
and completed component level, board level and customer product system level qualifications. It has been in production and over
one million units have been shipped to key customers without quality or reliability issues. The technology enables the applications of
HPC and AI. In addition, Integrated Fan-Out (InFO) assembly technology for mobile applications moved into the third generation of
manufacturing. Over 70 million InFO devices have been shipped without any InFO related quality or reliability issues.
To enhance employee problem-solving capabilities and develop related quality systems and methodologies, Q&R continued to hold
several company-wide symposiums and training programs such as Total Quality Excellence (TQE), Design of Experiment (DOE),
Statistical Process Control (SPC) and metrology in 2018. This included the promotion and training of deep machine learning, which was
successfully applied to automatic classification of wafer defects and advanced spectral analysis to detect differences among processes
and equipment so that corrective actions could be triggered. In 2019, Q&R will continue the development of employee capabilities
by promoting and using new methodologies to enhance TSMC competitiveness. To improve raw material quality, in 2017 Q&R began
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encouraging raw materials suppliers to participate in the
National Quality Control Circle Competition, which has achieved
good results. In 2018, Q&R-backed raw materials suppliers won
one gold, four silver and six bronze medals. In 2019 and beyond,
Q&R will continue to urge raw material suppliers to join this
quality competition to help them improve quality and further
enhance TSMC competitiveness.
In developing leading-edge technologies, one of the most
challenging tasks is to establish effective metrology methods to
minimize process variations. In 2018, Q&R joined forces with
R&D metrology experts to address nanometer and atomic-scale
characterization needs with a “hybrid metrology” approach,
where multiple techniques, both chemical analysis and physical
measurement, are used to provide a full characterization of ever
more complex 3D nanometer structures. This hybrid metrology
approach is being used to support 5nm technology development
and will be extended to assist in 3nm and specialty technology
development.
The health and safety of employees have always been a priority
at TSMC. Since the end of 2015, Q&R has collaborated with the
Environmental Safety and Health (ESH) organization to build
capability to detect and analyze carcinogenic, mutagenic and
reprotoxic (CMR) substances. Beginning in 2017, raw materials
suppliers were required to replace PFOA (Perfluorooctanoic Acid)
raw materials with non-PFOA alternatives to comply with green
procurement policy.
Q&R is also responsible for leading the Company toward the
ultimate goal of zero-defect production through the use of
continuous improvement programs. Periodic customer feedback
indicates that products shipped from TSMC have consistently
met or exceeded their field quality and reliability requirements.
In 2018, a third-party audit verified the effectiveness of TSMC
quality management systems in compliance with IATF 16949:
2016 and IECQ QC 080000: 2017 certificates requirements. In
addition, since 2017 Q&R and Fabs have jointly worked on new
enhancements for automotive product quality improvement,
including design rule implementation and migration to
Automotive Quality System 2.0. This covers Fab in-line and
Wafer Acceptance Testing using Cpk (process capability index)
tightening and maverick wafers/lots handling. Q&R also provides
dedicated resources for field/line return analysis and timely
physical failure analysis (PFA) for process improvement to meet
automotive customers’ low DPPM requirement.
5.4 Customer Trust
5.4.1 Customers
TSMC’s customers worldwide have a variety of successful
product specialties and excellent performance records in various
segments of the semiconductor industry. Customers include
fabless semiconductor companies, systems companies, and
integrated device manufacturers such as Advanced Micro
Devices, Inc., Broadcom Limited, Hisilicon Technologies Co. Ltd.,
Intel Corporation, Marvell Technology Group Ltd., MediaTek Inc.,
NVIDIA Corporation, NXP Semiconductors N.V., Qualcomm Inc.,
Sony Corporation, Texas Instruments Inc., and many more.
Customer Service
TSMC believes that providing superior service is critical to
enhancing customer satisfaction and relationship, which, in turn,
is very important to retaining existing customers, strengthening
customer relationships and attracting new customers. With
a dedicated customer service team as the main contact for
coordination and facilitation, TSMC strives to provide world-
class design support, mask making, wafer manufacturing, and
backend services to provide customers an optimum experience
and, in return, gain customer trust and sustain Company
revenues and profitability.
To facilitate customer interaction and information access on
a real-time basis, TSMC-OnlineTM offers a suite of web-based
applications that play an active role in design, engineering and
logistics collaborations. Customers have 24/7 access to critical
information and customized reports. Design collaboration
focuses on content availability and accessibility, with close
attention paid to complete, accurate and up-to-date information
at each stage of the design life cycle. Engineering collaboration
includes online access to engineering lots, wafer yields, wafer
acceptance test (WAT) analysis, and quality and reliability data.
Logistics collaboration provides access to data on any given order
status in wafer fabrication, backend process and shipping.
Customer Satisfaction
To measure customer satisfaction and to ensure that customer
needs are fully understood, TSMC conducts an annual customer
satisfaction survey (ACSS) with most active customers, either by
web or interview through an independent consultancy.
Complementary to the survey, quarterly business reviews (QBRs) are also conducted by the customer service team so that customers can
give feedback to TSMC on a regular basis. Through surveys, feedback reviews and intensive interaction with customers, TSMC is able to
stay in close touch and provide better service and collaboration.
Customer feedback is routinely reviewed, analyzed and then used to develop appropriate improvement plans, all in all becoming an
integral part of the customer satisfaction process with a complete closed loop. TSMC uses data derived from the survey as a base to
identify future focus areas. TSMC acts on the belief that customer satisfaction leads to healthy relationships, and healthy relationships
lead to higher levels of retention and expansion.
Customers that Accounted for at Least 10% of Annual Consolidated Net Revenue
Unit: NT$ thousands
2018
2017
Net Revenue (Note)
As % of 2018 Total
Net Revenue
Relation to TSMC
Net Revenue (Note)
As % of 2017 Total
Net Revenue
Relation to TSMC
Total Net Revenue
1,031,473,557
224,690,695
806,782,862
22%
None
78%
100%
220,463,127
756,984,114
977,447,241
23%
None
77%
100%
Customer
Customer A
Others
Note: Commencing in 2018, the Company began to break down the net revenue by customer based on a new method which associates most estimated sales returns and allowances with individual sales
transactions, as opposed to the previous method which allocated sales returns and allowances based on the aforementioned gross revenue. The Company believes the new method provides a more
relevant breakdown than the previous one. On a comparable basis, the classification of 2017 has been revised accordingly.
• Reason for Increase or Decrease: No significant change.
5.4.2 Open Innovation Platform® (OIP) Initiative
Innovation has always been an exciting and challenging proposition. Competition among semiconductor companies continues to grow
more intense in the face of increasing industry consolidation and the commoditization of technology at more mature, conventional
levels. Companies must find ways to keep innovating in order to survive and prosper. One way to accelerate innovation is through active
collaboration with external partners. At TSMC this is known as “Open Innovation®.” It is an “outside in” approach to complement
traditional “inside out” methods. TSMC has adopted this path to innovate via its Open Innovation Platform® (OIP) initiative, which is a
key part of the TSMC Grand Alliance.
TSMC announced the fifth OIP Alliance, the OIP Cloud Alliance, at the 2018 Open Innovation Platform® Ecosystem Forum. Inaugural
members Amazon Web Services (AWS), Cadence, Microsoft Azure, and Synopsys worked jointly with TSMC to implement Open
Innovation Platform Virtual Design Environment (OIP VDE), which enables semiconductor customers to design securely in the cloud. In
TSMC’s enablement of OIP VDE, both digital RTL-to-GDSII and custom schematic-capture-to-GDSII design flows have been validated
along with OIP collateral, including process technology files, PDKs, foundation IP and reference flows. To ensure low barriers to entry
and high technical support levels, Cadence and Synopsys act as focal points helping customers to set up VDE and providing first-line
support.
The OIP initiative is a comprehensive design technology infrastructure that encompasses all critical IC implementation areas to
reduce design barriers and improve first-time silicon success. OIP promotes the speedy implementation of innovation amongst the
semiconductor design community and its ecosystem partners using TSMC’s IP, design implementation, design for manufacturability
(DFM) capabilities, process technology and backend services.
Crucial to OIP are ecosystem interfaces and collaborative components initiated and supported by TSMC that more efficiently empower
innovation throughout the supply chain and, in turn, drive the creation and sharing of new revenue and profits. TSMC’s active accuracy
assurance (AAA) initiative is key to OIP, providing the accuracy and quality required by the ecosystem interfaces and collaborative
components.
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TSMC’s Open Innovation® model brings together the creative
thinking of customers and partners under the common goal of
shortening each of the following: design time, time-to-volume,
time-to-market and, ultimately, time-to-revenue. The model
features:
• the foundry segment’s earliest and most comprehensive
electronic design automation (EDA) certification program,
delivering timely design tool enhancement required by new
process technologies
• the foundry segment’s largest, most comprehensive and most
robust silicon-proven IP (intellectual properties) and library
portfolio, and
• comprehensive design ecosystem alliance programs covering
market-leading EDA, library, IPs, and design service partners.
TSMC’s OIP alliance consists of 23 EDA partners, four cloud
partners, 39 IP partners, 20 design center alliance (DCA) partners,
and seven value chain aggregator (VCA) partners. TSMC and its
partners work together proactively and engage much earlier and
deeper than ever before in order to address mounting design
challenges at advanced technology nodes. Through this early and
intensive collaboration effort, TSMC’s OIP is able to deliver the
needed design infrastructure with timely enhancement of EDA
tools, early availability of critical IPs and quality design services
when customers need them. Taking full advantage of the process
technologies once they reach production-ready maturity is critical
to customers’ success.
TSMC’s OIP partner management portal facilitates
communication with its ecosystem partners for efficient business
productivity. Designed with a highly intuitive interface, this portal
can be accessed via a direct link from TSMC-OnlineTM.
In October TSMC held its 2018 Open Innovation Platform® (OIP)
Ecosystem Forum in Santa Clara, California and in Nanjing.
This annual event demonstrates how TSMC and its ecosystem
partners jointly develop design solutions on top of TSMC’s
advanced technologies through OIP collaboration. At the forum,
TSMC delivered key messages of the new OIP Cloud Alliance
and collaborated solution of OIP Virtual Design Environment
(OIP VDE) with the goal of further enhancing customer design
productivity by leveraging the flexibility and computing power of
the Cloud, and presented on EDA and IP readiness of 5nm, 7nm,
7nm+ and their respective power, performance and area (PPA)
benefits. TSMC also showed the progress in 22nm technology,
in automotive design enablement platforms in 16FFC and 7nm,
and in the availability of various 3D IC reference flows covering
a wide range of applications. The readiness of design ecosystem
solutions will help customers design applications to capture the
market opportunities in mobile, high-performance computing,
the Internet of Things and automotive. Followed with invited
keynote from Microsoft, highlighting the new collaboration with
TSMC in Cloud computing to facilitate customer’s adoption of
Cloud resources and apply them securely in their semiconductor
designs.
5.5 Human Capital
Human capital is TSMC’s most treasured asset. In this regard,
the Company’s main role is to provide jobs with challenging,
meaningful work in a safe environment with excellent
compensation and benefits. TSMC goes beyond this, however,
by actively encouraging employees to nurture and enjoy a
healthy family life, to develop outside interests, to expand social
participation, and, in general, live a happy life.
TSMC participates in the Responsible Business Alliance (RBA) as
a full member and abides by local laws. The Company refrains
from forcing employees to do unwilling labor service, listens to
the employees, keeps communication channels open, respects
the right of all workers to form and join trade unions of their
own choosing as well as to refrain from such activities as they
choose.
5.5.1 TSMC Human Rights Policy
TSMC abides local laws and regulations in all countries and
regions where we operate, and upholds the human rights of
workers, including regular, contract and temporary employees,
and interns. We treat all workers with dignity and respect as
understood by the international human rights standards such
as The International Bill of Human Rights, The International
Labour Organization’s Declaration on Fundamental Principles
and Rights at Work, and Ten Principles of the United Nations
Global Compact. We also align our actions with the Responsible
Business Alliance Code of Conduct. And TSMC’s Supplier Code of
Conduct requires our suppliers to follow the same standards.
5.5.2 Workforce Structure
5.5.4 People Development
At the end of 2018, TSMC had 48,752 employees worldwide,
including 5,294 managers, 22,285 professionals, 4,109
assistants, and 17,064 technicians. The following table
summarizes TSMC’s workforce as of the end of February, 2019:
12/31/2017
12/31/2018
02/28/2019
Job
Total
Gender
Education
Managers
Professionals
Assistant
Engineer/Clerical
Technician
Male (%)
Female (%)
Ph.D.
Master's
Bachelor's
Other Higher
Education
5,107
21,895
4,082
17,518
48,602
60.7%
39.3%
4.6%
41.5%
26.3%
11.4%
5,294
22,285
4,109
17,064
48,752
61.3%
38.7%
4.7%
42.6%
25.9%
11.1%
5,344
22,479
4,119
16,977
48,919
61.5%
38.5%
4.7%
43.0%
25.7%
11.0%
High School
16.2%
15.7%
15.6%
Average Years of Age
Average Years of Service
35.7
8.4
36.4
9.1
36.5
9.2
5.5.3 Recruitment
The key elements of TSMC’s success and growth depend on
our employees, who share common vision and values. In order
to strengthen growth momentum, the Company is dedicated
to recruiting top-notch professionals for all positions available.
TSMC is an equal opportunity employer and operates on the
principles of open and fair recruitment. The hiring principles are
integrity and ability, and the Company evaluates all candidates
according to their qualifications as related to the requirement
of each position without regard to race, gender, age, religion,
nationality or political affiliation.
To enable TSMC’s continuous growth, the Company recruited
more than 2,300 employees in 2018, including over 2,000
managers and professionals, as well as over 300 assistants and
technicians.
Employee development, an integral and critical factor for the
growth of any company, should be goal oriented, disciplined
and planned. TSMC is committed to expanding and fulfilling
employee potential by providing meaningful work in a global
workplace. TSMC is also committed to cultivating a consistent
and diverse learning environment. To this end, the Company has
initiated the “TSMC Employee Training and Education Procedure”
to ensure the Company’s and the individuals’ development
objectives can be achieved through the integration of internal and
external training resources with internal rotation opportunities.
To help employees reach their potential, TSMC dedicates to do
the on-the-job training and systematic job rotation; more than
that, TSMC provides various learning resources and channels
to encourage employees to do self-learning to further uplift
their performance and potential. TSMC integrates internal and
external resources and designs diversified development programs
based on business objectives, the nature of the individual’s job,
work performance and career development path. The Company
provides employees a diverse network of learning resources,
including on-the-job training, classroom training, e-learning,
coaching, mentoring and job rotation; it also creates an
educational atmosphere through learning activities in response to
organization development requirements and employee capability
enhancement goals.
The Company provides employees with a wide range of onsite
general, professional and managerial training programs. In
addition to engaging external experts as trainers, hundreds of
TSMC employees are trained to be qualified instructors to deliver
their valuable knowhow in internal training courses.
TSMC’s training programs include:
• New employee – for basic training and job orientation. In
addition, the newcomers’ managers and the Company’s well-
established buddy system are in place to support new hires in
their assimilation process regarding both corporate culture and
work requirements.
• General – refers to training required by government regulations
and/or Company policies, as well as training on general subjects
for all employees or employees in various job functions. Topics
include industry-specific safety, workplace health and safety,
quality, fab emergency response and personal effectiveness
management.
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• Professional/functional – technical and professional training
required by different functions within the Company. TSMC
offers training courses on equipment engineering, process
engineering, accounting, information technology, and so forth.
• Management – management development programs
tailored to the needs of managers at all levels based on their
managerial capabilities and responsibilities, including new,
experienced, and senior managers; optional courses are also
available.
• Direct labor – training for production-line employees to
acquire the knowledge, skills and approaches they need to
perform their jobs well and to pass certification for operating
equipment. Includes direct labor skill training, technician “Train
the Trainer” training, and manufacturing leadership training.
• Customized – programs tailored to the needs of the
organization and/or the employee’s development plan.
In 2018, TSMC conducted 989 internal training sessions
and provided nearly 530,000 hours of training and a total
of more than 540,000 attendees participated. On average,
each employee attended over 11 hours of training and TSMC
spent over NT$82 million on the learning and development for
employees.
Apart from internal training resources, our employees are also
subsidized when pursuing external short-term courses, for-credit
classes and degrees.
5.5.5 Compensation
Employment at TSMC entitles employees to a comprehensive
compensation and benefits program above the industry average.
TSMC provides a diversified compensation program that is
competitive externally, fair internally, and adapted locally. TSMC
adheres to the philosophy of sharing wealth with employees in
order to attract, retain, develop, motivate and reward talented
employees. With sound business results over the past 30 years,
the actual total compensation received by employees has been
above the industry’s average.
TSMC’s compensation program includes a monthly salary,
employee cash bonuses based on quarterly business results, and
an employee profit sharing bonus based on annual profits.
The purpose of the employee cash bonus and profit sharing
bonus programs is to reward employee contributions
appropriately, to encourage employees to work consistently
toward ensuring the success of TSMC, and to align employees’
interests with those of TSMC’s shareholders so as to achieve wins
for the Company, shareholders and employees. The Company
determines the amount of the cash bonus and profit sharing
bonus based on operating results and industry practice in the
Republic of China. The amount and distribution of the employee
bonuses are recommended by the Compensation Committee
to the Board of Directors for approval. Individual rewards are
based on each employee’s job responsibility, contribution and
performance.
The same philosophy applies to TSMC’s compensation programs
in overseas subsidiaries. In addition to providing employees of
TSMC’s overseas subsidiaries with a locally competitive base
salary, the Company grants annual bonuses as a part of total
compensation. The annual bonuses are granted in line with
local regulations, market practices, and the overall operating
performance of each subsidiary, to encourage employee
commitment and development with the Company.
5.5.6 Employee Engagement
The Company encourages employees to maintain a healthy and
well-balanced life while pursuing their goals effectively. TSMC
continuously facilitates employee communication and provides
employee caring, benefit, rewards and recognition programs.
Employee Communication
TSMC values two-way communication and is committed to
keeping communication channels open and transparent for
management, subordinates and peers. We devoted to ensure
that employees are able to openly communicate and share ideas
and concerns with management regarding working conditions
and management practices without fear of discrimination,
reprisal, intimidation or harassment.
TSMC makes continuous efforts listen to the voice of employees
and to facilitate mutual and timely employee communication,
based on multiple channels and platforms, which in turn fosters
harmonious labor relations and creates a win-win situation for
the Company and employees.
A host of two-way communication channels, including:
• Communication meetings for various levels of managers and
employees, for example, Chairman’s/ CEO’s communication
meeting, and communication meetings in individual functions/
divisions.
• The Company holds quarterly labor-management meetings to provide business updates, and invite employees to discuss labor
conditions, and employee welfare activities.
• Unperiodical employee satisfaction surveys to selected employees, with follow-up actions based on the survey findings.
• Core value surveys, held biennially, to understand the Company’s implementation of core values and employees’ commitment and
engagement.
• The employee portal, myTSMC, an internal website featuring the Founder’s, Chairman’s, and CEO’s talks, corporate messages,
executive interviews, and other activities of interest to employees.
• eSilicon Garden, a website hosting TSMC’s internal electronic publications providing real-time updates on major activities of the
Company, as well as inspirational content featuring outstanding teams and individuals.
• Two reporting channels for complaints regarding management, financial, auditing, ethics and business conduct issues:
– The whistleblower reporting system administered by the audit committee
– The ombudsman system administered by senior manager appointed by the CEO
• The employee opinion box, which provides an opportunity for employees to submit suggestions or opinions regarding their work and
the overall work environment.
• The Fab Caring Circle in each fab addresses the issues related to employees’ work and personal life; the system is dedicated mainly to
the Company’s direct labor workers.
• Sexual harassment investigation committee: This channel is dedicated to ensuring a work environment free from the threat of sexual
harassment; the committee consists of three directors, one from human resources, one from legal affairs, and the third from other
organizations.
TSMC Internal Communication Structure
Face-to-Face Meeting
• Chairman’s / CEO’s Communication Meeting
• Labor-Management Meeting
• Communication Meetings in Individual
• Functional Activity
Functions / Divisions
Managers of All
Levels
Employees
Employee Portal
Employee Survey
HR Area Service Team
Communication Meeting
eSilicon Garden
Announcement
Company-Wide Activity
Employee Voice Channels
• Ombudsman System
• Employee Opinion Box
• Internal Audit Committee
• Fab Caring Circle
• Sexual Harassment Investigation Committee
Board of Directors
and
Management
Team
Human
Resources
System /
Committee
Chair
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5.5.8 Retirement Policy
TSMC’s retirement policy is set according to the labor standard
laws and labor pension practices of various respective regions.
With the Company’s sound financial system, TSMC ensures
employees solid pension contributions and payments, which
encourages employees to set long-term career plans and further
deepens their commitment to TSMC.
5.6 Material Contracts
Research and Development Funding Agreement (Expired)
Term of Agreement:
10/31/2012 - 12/31/2017
Contracting Party:
ASML Holding N.V. (ASML)
Summary:
TSMC shall provide EUR276 million to ASML’s research and
development programs from 2013 to 2017.
Note: TSMC is not currently party to any other material contract,
other than contracts entered into in the ordinary course
of our business. The Company’s “Significant Contingent
Liabilities and Unrecognized Commitments” are disclosed
in Annual Report section (II), Financial Statements, page 82.
TSMC has many internal communication channels, a major
reason why the relationship between management and
employees has been quite harmonious. The Company respects
the right of all workers to form and join trade unions of their
own choosing as well as the right to refrain from such activities.
No employees have pursued this avenue or issued a request to
form a union so far.
In 2018 and in 2019 as of the date of this annual report, there
have been no losses resulting from labor disputes.
Employee Benefit Programs
• Convenient onsite services and amenities: cafeterias, laundry
services, convenience stores, bakery, juice bar, coffee shop,
travel, banking, and commuting assistance are accessible for
employees in the fabs.
• Comprehensive health management services, including
programs for weight control, in-fab clinic and dentist services,
smoking cessation, massage service, cancer screening, and
blood donation, as well as mental and health seminars to
raise personal health awareness. Other health management
programs include post health-exam follow-up activities,
prevention of cerebrovascular disease, ergonomic hazards
management, and maternal care and protection. Employee
assistance programs include five free annual counseling hours
for mental health and financial/legal issues, with extensions
available depending on the individual’s needs.
• Diverse employee welfare programs: including 80 hobby clubs,
70 presentations covering various topics, 14 art events, sports
day, and family day. In addition, holiday bonuses, marriage
bonuses, condolence allowances and emergency subsidies are
also available to address employees’ needs.
• Premium sports centers: a variety of workout facilities available
to all employees and their families, as well as exercise sessions
conducted by professional instructors to improve employee
wellness.
• Flexible preschool service: childcare service, operated to meet
employees’ work schedules, is available in four fabs in Hsinchu,
Taichung, and Tainan.
Employee Recognition
TSMC sponsors various internal award programs to recognize
outstanding achievements by employees, both individual and
at a team level. With these award programs, TSMC aims to
encourage continued employee development, which, in turn,
adds to the Company’s competitive advantage.
The award programs include:
• TSMC Medal of Honor: recognizes those who contribute
significantly to the Company’s business performance.
• TSMC Academy: recognizes outstanding scientists and
engineers whose individual technical capabilities make
significant contributions to the Company.
• TSMC Excellent Labor Award: recognizes technicians and group
leaders whose outstanding performances make significant
contributions to the Company.
• Total Quality Excellence for each fab: recognizes employees’
continuous efforts in creating value for the Company.
• Service Award: TSMC’s recognition and appreciation of senior
employees and their long-term commitment and dedication to
the Company.
• Excellent Instructor Award: praises the outstanding
performance and contribution of the Company’s internal
instructors in training courses for employees.
• Function-wide awards dedicated to innovation, such as the Idea
Forum and TQE awards, which recognize employees’ initiative
and continuous implementation of innovative practices.
Apart from corporate-wide awards, TSMC encourages employees
to participate in external talent activities and competitions. In
2018, distinguished TSMC employees continued to be recognized
through a host of national awards, including the National Model
Labor Award, the Outstanding Young Engineer Award, and the
National Manager Excellence Award.
5.5.7 Retention
Overall employee satisfaction with the Company’s efforts is
reflected in the 2018 TSMC core values survey which is taken
biennially. According to this survey, 98% of participants agreed
that they are willing to commit fully in their work to make TSMC
an even more successful company; while 96% concurred with the
statement that they are willing to contribute their talents to TSMC
and grow together with the Company for the next five years.
In 2018, the Company recorded a manageable turnover rate
of 4.5%. Although a bit lower than a “healthy” outflow often
defined as 5% to 10%, the Company is still in continuous growth
mode resulting in 2,300 new staff hired in 2018, accounting
for 4.8% of all employees and helping the organization stay
energized.
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Financial Highlights and Analysis
6.1 Financial Highlights
6.1.1 Condensed Balance Sheet
6
Condensed Balance Sheet from 2014 to 2018 (Consolidated) (Note 1)
Unit: NT$ thousands
Item
Current Assets
Year
2014
(Adjusted)
2015
2016
2017
2018
626,565,639
746,743,991
817,729,126
857,203,110
951,679,721
Long-term Investments (Note 2)
30,056,279
34,993,583
46,153,916
41,569,074
29,304,796
Property, Plant and Equipment
818,198,801
853,470,392
997,777,687
1,062,542,322
1,072,050,279
Intangible Assets
Other Assets (Note 3)
Total Assets
Current Liabilities
Before Distribution
After Distribution
Noncurrent Liabilities
Total Liabilities
Before Distribution
After Distribution
Equity Attributable to Shareholders of the Parent
Capital Stock
Capital Surplus
Retained Earnings
Before Distribution
After Distribution
Others
Equity Attributable to Shareholders of the Parent
Before Distribution
After Distribution
Noncontrolling Interests
Total Equity
Before Distribution
After Distribution
13,531,510
6,696,857
14,065,880
8,244,452
14,614,846
10,179,727
14,175,140
16,371,997
17,002,137
20,091,105
1,495,049,086
1,657,518,298
1,886,455,302
1,991,861,643
2,090,128,038
201,013,629
317,697,110
247,707,125
448,720,754
565,404,235
212,228,594
367,810,877
222,655,225
434,883,819
590,466,102
318,239,273
499,751,936
178,164,903
496,404,176
677,916,839
358,706,680
566,149,724
110,395,320
469,102,000
676,545,044
340,542,586
(Note 4)
72,089,056
412,631,642
(Note 4)
259,296,624
259,303,805
259,303,805
259,303,805
259,303,805
55,989,922
56,300,215
56,272,304
56,309,536
56,315,932
705,165,274
588,481,793
25,749,291
894,293,586
1,072,008,169
1,233,362,010
1,376,647,841
738,711,303
890,495,506
1,025,918,966
(Note 4)
11,774,113
1,663,983
(26,917,818)
(15,449,913)
1,046,201,111
1,221,671,719
1,389,248,261
1,522,057,533
1,676,817,665
929,517,630
1,066,089,436
1,207,735,598
1,314,614,489
127,221
962,760
802,865
702,110
(Note 4)
678,731
1,046,328,332
1,222,634,479
1,390,051,126
1,522,759,643
1,677,496,396
929,644,851
1,067,052,196
1,208,538,463
1,315,316,599
(Note 4)
Note 1: The financial statements for 2014-2018 were prepared in accordance with 2013 Taiwan-IFRSs version. The financial statements of 2014 were adjusted to retrospectively apply newly effected GAAP.
Adjustments included a decrease of NT$84,759 thousand in total assets, a decrease of NT$737,344 thousand in total liabilities before distribution and an increase of NT$652,585 thousand in
total equity before distribution.
Note 2: Long-term investments as of December 31, 2014, 2015, 2016 and 2017 include noncurrent available-for-sale financial assets, held-to-maturity financial assets, financial assets carried at cost
and investments accounted for using equity method. Starting from 2018, upon initial application of IFRS 9 "Financial Instruments", the category includes noncurrent financial assets at fair value
through other comprehensive income, and noncurrent financial assets at amortized cost, and investments accounted for using equity method.
Note 3: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
Note 4: Pending shareholders' approval.
89
979,401,337
1,016,355,970
1,025,286,941
Income from Operations
295,870,309
320,047,775
377,957,778
385,559,223
383,623,524
Condensed Balance Sheet from 2014 to 2018 (Unconsolidated) (Note 1)
Unit: NT$ thousands
Year
Item
Current Assets
Long-term Investments (Note 2)
Property, Plant and Equipment
Intangible Assets
Other Assets (Note 3)
Total Assets
Current Liabilities
Before Distribution
After Distribution
Noncurrent Liabilities
Total Liabilities
Before Distribution
After Distribution
Equity
Capital Stock
Capital Surplus
Retained Earnings
Before Distribution
After Distribution
Others
Total Equity
Before Distribution
After Distribution
2015
2016
2017
2018
443,781,164
397,290,976
436,769,337
464,401,415
469,966,106
550,524,494
2014
(Adjusted)
370,949,497
242,395,596
796,684,361
8,996,810
3,935,389
426,913,080
326,330,737
831,784,912
9,391,418
5,265,368
10,047,991
6,816,676
9,870,127
11,992,542
12,429,930
17,253,537
1,422,961,653
1,599,685,515
1,837,338,144
1,939,389,391
2,075,461,008
178,261,092
294,944,573
198,499,450
376,760,542
493,444,023
194,299,278
349,881,561
183,714,518
378,013,796
533,596,079
308,177,214
489,689,877
139,912,669
448,089,883
629,602,546
308,383,240
515,826,284
108,948,618
417,331,858
624,774,902
328,060,518
(Note 4)
70,582,825
398,643,343
(Note 4)
55,989,922
56,300,215
56,272,304
56,309,536
56,315,932
705,165,274
588,481,793
25,749,291
894,293,586
1,072,008,169
1,233,362,010
1,376,647,841
738,711,303
890,495,506
1,025,918,966
(Note 4)
11,774,113
1,663,983
(26,917,818)
(15,449,913)
1,046,201,111
1,221,671,719
1,389,248,261
1,522,057,533
1,676,817,665
929,517,630
1,066,089,436
1,207,735,598
1,314,614,489
(Note 4)
Note 1: The financial statements for 2014-2018 were prepared in accordance with 2013 Taiwan-IFRSs version. The financial statements of 2014 were adjusted to retrospectively apply newly effected GAAP.
Adjustments included a decrease of NT$82,771 thousand in total assets, a decrease of NT$735,381 thousand in total liabilities before distribution and an increase of NT$652,610 thousand in
total equity before distribution.
Note 2: Long-term investments as of December 31, 2014, 2015, 2016 and 2017 include held-to-maturity financial assets, financial assets carried at cost and investments accounted for using equity
method. Starting from 2018, upon initial application of IFRS 9 "Financial Instruments", the category includes noncurrent financial assets at fair value through other comprehensive income, and
noncurrent financial assets at amortized cost, and investments accounted for using equity method.
Note 3: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
Note 4: Pending shareholders' approval.
259,296,624
259,303,805
259,303,805
259,303,805
259,303,805
Basic/Diluted Earnings Per Share (Note 2)
6.1.2 Condensed Statement of Comprehensive Income
Condensed Statement of Comprehensive Income from 2014 to 2018 (Consolidated) (Note 1)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2014
(Adjusted)
2015
2016
2017
2018
762,806,465
843,497,368
947,938,344
977,447,241
1,031,473,557
377,722,016
410,394,893
474,832,098
494,826,402
497,874,253
Non-operating Income and Expenses
6,208,048
30,381,136
8,001,602
10,573,807
13,886,739
Income before Income Tax
Net Income
302,078,357
350,428,911
385,959,380
396,133,030
397,510,263
263,763,958
306,556,167
334,338,236
343,146,848
351,184,406
Other Comprehensive Income for the Year, Net of Income Tax
11,805,021
(14,714,182)
(11,067,189)
(28,821,631)
9,836,976
Total Comprehensive Income for the Year
275,568,979
291,841,985
323,271,047
314,325,217
361,021,382
Net Income (Loss) Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Total Comprehensive Income (Loss) Attributable to:
Shareholders of the Parent
Noncontrolling Interests
263,881,771
306,573,837
334,247,180
343,111,476
351,130,884
(117,813)
(17,670)
91,056
35,372
53,522
275,670,991
291,867,757
323,186,736
314,294,993
360,965,015
(102,012)
10.18
(25,772)
11.82
84,311
12.89
30,224
13.23
56,367
13.54
Note 1: The financial statements for 2014-2018 were prepared in accordance with 2013 Taiwan-IFRSs version. The financial statements of 2014 were adjusted to retrospectively apply newly effected GAAP.
Adjustments included a decrease of NT$12,359 thousand in gross profit, a decrease of NT$19,984 thousand in income from operations, a decrease of NT$16,911 thousand in net income and a
decrease of NT$46,054 thousand in total comprehensive income for the year.
Note 2: Based on weighted average shares outstanding in each year.
Condensed Statement of Comprehensive Income from 2014 to 2018 (Unconsolidated) (Note 1)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2014
(Adjusted)
2015
2016
2017
2018
757,152,389
837,046,888
936,387,291
969,136,109
1,023,925,713
366,899,120
397,708,840
461,808,296
478,937,691
492,955,501
Income from Operations
290,640,302
313,408,698
369,730,533
374,690,117
384,027,838
Non-operating Income and Expenses
10,363,515
36,579,970
15,458,427
18,626,059
12,170,315
Income before Income Tax
Net Income
301,003,817
349,988,668
385,188,960
393,316,176
396,198,153
263,881,771
306,573,837
334,247,180
343,111,476
351,130,884
Other Comprehensive Income for the Year, Net of Income Tax
11,789,220
(14,706,080)
(11,060,444)
(28,816,483)
9,834,131
Total Comprehensive Income for the Year
275,670,991
291,867,757
323,186,736
314,294,993
360,965,015
Basic/Diluted Earnings Per Share (Note 2)
10.18
11.82
12.89
13.23
13.54
Note 1: The financial statements for 2014-2018 were prepared in accordance with 2013 Taiwan-IFRSs version. The financial statements of 2014 were adjusted to retrospectively apply newly effected GAAP.
Adjustments included a decrease of NT$12,583 thousand in gross profit, a decrease of NT$19,356 thousand in income from operations, a decrease of NT$17,023 thousand in net income and a
decrease of NT$46,150 thousand in total comprehensive income for the year.
Note 2: Based on weighted average shares outstanding in each year.
90
91
6.1.3 Financial Analysis
Financial Analysis from 2014 to 2018 (Consolidated) (Note 1)
Financial Analysis from 2014 to 2018 (Unconsolidated) (Note)
Capital Structure
Analysis
Debts Ratio (%)
Long-term Fund to Property, Plant and Equipment (%)
Liquidity Analysis
Current Ratio (%)
Operating
Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover Days
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Profitability Analysis
Return on Total Assets (%)
Return on Equity Attributable to Shareholders of the Parent (%)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
Diluted Earnings Per Share (NT$)
Cash Flow
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Leverage
Operating Leverage
Industry Specific
Key Performance
Indicator
Financial Leverage
Billing Utilization Rate (%) (Note 2)
Advanced Technologies (28-nanometer and below) Percentage
of Wafer Sales (%)
Sales Growth (%)
Net Income Growth (%)
2014
(Adjusted)
30.01
158.16
311.70
278.03
94.34
8.12
44.95
7.42
49.19
19.39
0.95
0.55
19.33
27.86
114.10
116.50
34.58
10.18
10.18
209.70
92.15
13.04
2.15
1.01
97
42
27.77
40.25
2015
26.24
169.34
351.86
319.58
110.84
8.37
43.61
6.49
56.24
20.10
1.01
0.54
19.62
27.04
123.43
135.14
36.34
11.82
11.82
249.67
103.82
13.76
2.26
1.01
93
48
10.58
16.18
2016
26.31
157.17
256.95
241.34
117.74
8.78
41.57
8.18
44.62
20.11
1.02
0.53
19.03
25.60
145.76
148.84
35.27
12.89
12.89
169.63
108.57
11.51
2.15
1.01
92
54
12.38
9.03
2017
23.55
153.70
238.97
217.94
119.95
7.74
47.16
7.88
46.32
16.82
0.95
0.50
17.84
23.57
148.69
152.77
35.11
13.23
13.23
163.17
112.41
11.08
2.16
1.01
91
58
3.11
2.65
2018
19.74
163.20
279.46
248.76
131.28
8.19
44.57
6.02
60.63
16.56
0.97
0.51
17.34
21.95
147.94
153.30
34.05
13.54
13.54
168.54
113.11
9.06
2.28
1.01
87
63
5.53
2.34
Analysis of deviation of 2018 vs. 2017 over 20%:
Average inventory turnover (Times) decreased by 24% and average inventory turnover days increased by 31% mainly due to an increase in raw wafers, and a higher level of work-in-process inventories driven by 7nm
ramping.
Note 1: The financial statements for 2014-2018 were prepared in accordance with 2013 Taiwan-IFRSs version.
Note 2: Capacity includes wafers committed by Vanguard and SSMC.
* Glossary
1. Capital Structure Analysis
4. Profitability Analysis
(1) Debt Ratio = Total Liabilities / Total Assets
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) / Average Total Assets
(2) Return on Equity Attributable to Shareholders of the Parent = Net Income Attributable to Shareholders of
the Parent / Average Equity Attributable to Shareholders of the Parent
(3) Operating Income to Paid-in Capital Ratio = Operating Income / Paid-in Capital
(4) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital
(5) Net Margin = Net Income / Net Sales
Liabilities) / Net Property, Plant and Equipment
2. Liquidity Analysis
(1) Current Ratio = Current Assets / Current Liabilities
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses
3. Operating Performance Analysis
(1) Average Collection Turnover = Net Sales / Average Trade Receivables
(2) Days Sales Outstanding = 365 / Average Collection Turnover
(3) Average Inventory Turnover = Cost of Sales / Average Inventory
(4) Average Inventory Turnover Days = 365 / Average Inventory Turnover
(5) Average Payment Turnover = Cost of Sales / Average Trade Payables
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
Capital Structure
Analysis
Debt Ratio (%)
Long-term Fund to Property, Plant and Equipment Ratio (%)
Liquidity Analysis
Current Ratio (%)
Operating
Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover Days
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Profitability Analysis
Return on Total Assets (%)
Return on Equity (%)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
Diluted Earnings Per Share (NT$)
Cash Flow
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Leverage
Operating Leverage
Financial Leverage
2014
(Adjusted)
26.48
156.24
208.09
171.82
120.82
8.29
44.02
7.90
46.18
18.64
0.97
0.58
20.22
27.86
112.09
116.08
34.85
10.18
10.18
230.29
90.72
13.30
2.19
1.01
2015
23.63
168.96
219.72
186.00
144.41
8.58
42.54
6.87
53.11
19.73
1.03
0.55
20.42
27.04
120.87
134.97
36.63
11.82
11.82
264.94
102.35
13.85
2.31
1.01
2016
24.39
156.13
144.00
128.65
146.73
8.89
41.07
8.56
42.63
19.04
1.03
0.54
19.58
25.60
142.59
148.55
35.70
12.89
12.89
172.81
107.06
11.74
2.19
1.01
2017
21.52
160.48
141.63
118.68
144.04
7.86
46.44
8.39
43.49
16.39
0.97
0.51
18.29
23.57
144.50
151.68
35.40
13.23
13.23
184.45
99.42
10.98
2.22
1.01
2018
19.21
170.43
143.26
113.07
137.46
8.45
43.21
6.31
57.89
16.22
1.00
0.51
17.62
21.95
148.10
152.79
34.29
13.54
13.54
173.17
113.52
9.23
2.28
1.01
Analysis of deviation of 2018 vs. 2017 over 20%:
Average inventory turnover (Times) decreased by 25% and average inventory turnover days increased by 33% mainly due to an increase in raw wafers, and a higher level of work-in-process inventories driven by 7nm
ramping.
Note: The financial statements for 2014-2018 were prepared in accordance with 2013 Taiwan-IFRSs version.
* Glossary
1. Capital Structure Analysis
(1) Debt Ratio = Total Liabilities / Total Assets
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent
Liabilities) / Net Property, Plant and Equipment
2. Liquidity Analysis
(1) Current Ratio = Current Assets / Current Liabilities
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses
3. Operating Performance Analysis
(1) Average Collection Turnover = Net Sales / Average Trade Receivables
(2) Days Sales Outstanding = 365 / Average Collection Turnover
(3) Average Inventory Turnover = Cost of Sales / Average Inventory
(4) Average Inventory Turnover Days = 365 / Average Inventory Turnover
(5) Average Payment Turnover = Cost of Sales / Average Trade Payables
4. Profitability Analysis
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) / Average Total Assets
(2) Return on Equity = Net Income / Average Shareholders’ Equity
(3) Operating Income to Paid-in Capital Ratio = Operating Income / Paid-in Capital
(4) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital
(5) Net Margin = Net Income / Net Sales
(6) Earnings Per Share = (Net Income - Preferred Stock Dividend) / Weighted Average Number of Shares
Outstanding
5. Cash Flow
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital
Expenditures, Inventory Additions, and Cash Dividend
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property,
Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
(6) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) /
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
6. Leverage
Weighted Average Number of Shares Outstanding
5. Cash Flow
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital
Expenditures, Inventory Additions, and Cash Dividend
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property,
Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
(7) Total Assets Turnover = Net Sales / Average Total Assets
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)
(7) Total Assets Turnover = Net Sales / Average Total Assets
6. Leverage
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)
92
93
6.1.4 Auditors’ Opinions from 2014 to 2018
6.2 Financial Status and Operating Results
Year
2014
2015
2016
2017
2018
CPA
Yih-Hsin Kao, Hung-Wen Huang
Yih-Hsin Kao, Hung-Wen Huang
Yih-Hsin Kao, Yu-Feng Huang
Yih-Hsin Kao, Yu-Feng Huang
Audit Opinion
An Unqualified Opinion
An Unqualified Opinion
An Unmodified Opinion (Note)
An Unmodified Opinion (Note)
Mei Yen Chiang, Yu-Feng Huang
An Unmodified Opinion (Note)
Note: Starting in 2016, the new auditing standard of the Republic of China requires “An Unqualified Opinion” be replaced by “An Unmodified Opinion”.
Deloitte & Touche
20F, No. 100, Songren Rd., Xinyi Dist., Taipei, Taiwan, R.O.C.
Tel: 886-2-2725-9988
6.1.5 Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2018 Business Report, Financial Statements, and proposal for allocation of
earnings. The CPA firm of Deloitte & Touche was retained to audit TSMC’s Financial Statements and has issued an audit report relating
to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and
determined to be correct and accurate by the Audit Committee members of Taiwan Semiconductor Manufacturing Company Limited.
According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.
Taiwan Semiconductor Manufacturing Company Limited
Chairman of the Audit Committee: Sir Peter L. Bonfield
February 19, 2019
6.1.6 Financial Difficulties
The Company should disclose the financial impact to the Company if the Company and its affiliated companies have incurred any
financial or cash flow difficulties in 2018 and as of the date of this Annual Report: None
6.1.7 Consolidated Financial Statements and Independent Auditors’ Report along with Parent Company Only
Financial Statements and Independent Auditors’ Report
Please refer to Annual Report section (II), Financial Statements.
6.2.1 Financial Status
Consolidated
Unit: NT$ thousands
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Noncurrent Liabilities
Total Liabilities
Capital Stock
Capital Surplus
Retained Earnings
Others
2018
951,679,721
29,304,796
2017
857,203,110
41,569,074
1,072,050,279
1,062,542,322
17,002,137
20,091,105
14,175,140
16,371,997
Difference
94,476,611
(12,264,278)
9,507,957
2,826,997
3,719,108
2,090,128,038
1,991,861,643
98,266,395
340,542,586
72,089,056
412,631,642
259,303,805
56,315,932
358,706,680
110,395,320
469,102,000
259,303,805
56,309,536
1,376,647,841
1,233,362,010
(15,449,913)
(26,917,818)
(18,164,094)
(38,306,264)
(56,470,358)
0
6,396
143,285,831
11,467,905
154,760,132
154,736,753
%
11%
-30%
1%
20%
23%
5%
-5%
-35%
-12%
0%
0%
12%
-43%
10%
10%
Equity Attributable to Shareholders of the Parent
1,676,817,665
1,522,057,533
Total Equity
1,677,496,396
1,522,759,643
Note 1: Long-term investments as of December 31, 2017 include noncurrent available-for-sale financial assets, held-to-maturity financial assets, financial assets carried at cost and investments accounted
for using equity method. Starting from 2018, upon initial application of IFRS 9 "Financial Instruments", the category includes noncurrent financial assets at fair value through other comprehensive
income, and noncurrent financial assets at amortized cost, and investments accounted for using equity method.
Note 2: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
• Analysis of Deviation over 20%
Decrease in long-term investments: The decrease was mainly due to decrease in financial assets at amortized cost.
Increase in other assets: The increase was mainly due to increase in deferred income tax assets and refundable deposits.
Decrease in noncurrent liabilities: The decrease was mainly due to reclassification of bonds payable due in 1 year to current liabilities
and decrease in guarantee deposits.
Increase in other equity: The increase was mainly due to increase in currency exchange gain arising from translation of foreign
operations in 2018.
• Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
• Future Plan on Financial Position: Not applicable.
94
95
Unconsolidated
Unit: NT$ thousands
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Noncurrent Liabilities
Total Liabilities
Capital Stock
Capital Surplus
Retained Earnings
Others
Total Equity
2018
469,966,106
550,524,494
2017
436,769,337
464,401,415
1,025,286,941
1,016,355,970
12,429,930
17,253,537
9,870,127
11,992,542
2,075,461,008
1,939,389,391
328,060,518
70,582,825
398,643,343
259,303,805
56,315,932
308,383,240
108,948,618
417,331,858
259,303,805
56,309,536
1,376,647,841
1,233,362,010
(15,449,913)
(26,917,818)
1,676,817,665
1,522,057,533
Difference
33,196,769
86,123,079
8,930,971
2,559,803
5,260,995
136,071,617
19,677,278
(38,365,793)
(18,688,515)
0
6,396
143,285,831
11,467,905
154,760,132
%
8%
19%
1%
26%
44%
7%
6%
-35%
-4%
0%
0%
12%
-43%
10%
Note 1: Long-term investments as of December 31, 2017 include held-to-maturity financial assets, financial assets carried at cost and investments accounted for using equity method. Starting from 2018,
upon initial application of IFRS 9 "Financial Instruments", the category includes noncurrent financial assets at fair value through other comprehensive income, and noncurrent financial assets at
amortized cost, and investments accounted for using equity method.
Note 2: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
• Analysis of Deviation over 20%
Increase in intangible assets: The increase was mainly due to increase in software.
Increase in other assets: The increase was mainly due to increase in deferred income tax assets and refundable deposits.
Decrease in noncurrent liabilities: The decrease was mainly due to reclassification of bonds payable due in 1 year to current liabilities
and decrease in guarantee deposits.
Increase in other equity: The increase was mainly due to increase in currency exchange gain arising from translation of foreign
operations in 2018.
• Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
• Future Plan on Financial Position: Not applicable.
6.2.2 Financial Performance
Consolidated
Unit: NT$ thousands
Item
Net Revenue
Cost of Revenue
Gross Profit before Unrealized Gross Profit on Sales to Associates
Unrealized Gross Profit on Sales to Associates
Gross Profit
Operating Expenses
Other Operating Income and Expenses, Net
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Income Tax Expenses
Net Income
Other Comprehensive Income (Loss), Net of Income Tax
Total Comprehensive Income for the Year
Total Net Income Attributable to Shareholders of the Parent
Total Comprehensive Income Attributable to Shareholders of the Parent
2018
1,031,473,557
533,487,516
497,986,041
(111,788)
497,874,253
112,149,280
(2,101,449)
383,623,524
13,886,739
397,510,263
46,325,857
351,184,406
9,836,976
361,021,382
351,130,884
360,965,015
2017
977,447,241
482,616,286
494,830,955
(4,553)
494,826,402
107,901,668
(1,365,511)
385,559,223
10,573,807
396,133,030
52,986,182
343,146,848
(28,821,631)
314,325,217
343,111,476
314,294,993
Difference
54,026,316
50,871,230
3,155,086
(107,235)
3,047,851
4,247,612
(735,938)
(1,935,699)
3,312,932
1,377,233
(6,660,325)
8,037,558
38,658,607
46,696,165
8,019,408
46,670,022
%
6%
11%
1%
2,355%
1%
4%
-54%
-1%
31%
0%
-13%
2%
NM
15%
2%
15%
• Analysis of Deviation over 20%
Increase in unrealized gross profit on sales to associates: The increase was mainly due to higher sales to investees in the fourth quarter
of 2018.
Decrease in other operating income and expenses, net: The decrease was mainly due to impairment losses on property, plant and
equipment in 2018.
Increase in non-operating income and expenses: The increase was mainly due to higher interest income in 2018.
Increase in other comprehensive income (loss), net of income tax: The increase was mainly due to increase in currency exchange gain
arising from translation of foreign operations in 2018.
• Sales Volume Forecast and Related Information
For additional details, please refer to “1. Letter to Shareholders” on pages 3-7 of this Annual Report.
• Major Impact on Financial Performance
The above deviations had no major impact on TSMC’s financial performance.
• Future Plan on Financial Performance: Not applicable.
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Unconsolidated
Unit: NT$ thousands
Item
Net Revenue
Cost of Revenue
Gross Profit before Unrealized Gross Profit on Sales to Subsidiaries and Associates
Unrealized Gross Profit on Sales to Subsidiaries and Associates
Gross Profit
Operating Expenses
Other Operating Income and Expenses, Net
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Income Tax Expenses
Net Income
Other Comprehensive Income (Loss), Net of Income Tax
Total Comprehensive Income for the Year
2018
2017
Difference
1,023,925,713
530,861,166
493,064,547
(109,046)
492,955,501
107,259,429
(1,668,234)
969,136,109
490,196,856
478,939,253
(1,562)
478,937,691
102,985,909
(1,261,665)
384,027,838
374,690,117
12,170,315
18,626,059
396,198,153
393,316,176
45,067,269
351,130,884
9,834,131
360,965,015
50,204,700
343,111,476
(28,816,483)
314,294,993
54,789,604
40,664,310
14,125,294
(107,484)
14,017,810
4,273,520
(406,569)
9,337,721
(6,455,744)
2,881,977
(5,137,431)
8,019,408
38,650,614
46,670,022
%
6%
8%
3%
6,881%
3%
4%
-32%
2%
-35%
1%
-10%
2%
NM
15%
• Analysis of Deviation over 20%
Increase in unrealized gross profit on sales to subsidiaries and associates: The increase was mainly due to higher sales to investees in the
fourth quarter of 2018.
Decrease in other operating income and expenses, net: The decrease was mainly due to impairment losses on property, plant and
equipment in 2018.
Decrease in non-operating income and expenses: The decrease was mainly due to lower share of profits of subsidiaries and associates in
2018.
Increase in other comprehensive income (loss), net of income tax: The increase was mainly due to increase in currency exchange gain
arising from translation of foreign operations in 2018.
• Sales Volume Forecast and Related Information
For additional details, please refer to “1. Letter to Shareholders” on pages 3-7 of this Annual Report.
• Major Impact on Financial Performance
The above deviations had no major impact on TSMC’s financial performance.
• Future Plan on Financial Performance: Not applicable.
6.2.3 Cash Flow
Consolidated
Unit: NT$ thousands
Cash Balance
12/31/2017
Net Cash Provided by
Operating Activities
in 2018
Net Cash Used in
Investing Activities
in 2018
Net Cash Used in
Financing Activities
in 2018
Effect of Exchange Rate
Changes on Cash and
Cash Equivalents in 2018
Cash Balance
12/31/2018
Remedy for Liquidity Shortfall
Investment
Plan
Financing
Plan
553,391,696
573,954,308
(314,268,908)
(245,124,791)
9,862,296
577,814,601
None
None
• Analysis of Cash Flow
NT$574.0 billion net cash generated by operating activities: mainly include net income and depreciation and amortization expenses.
NT$314.3 billion net cash used in investing activities: primarily for capital expenditures and net purchase of marketable financial
instruments.
NT$245.1 billion net cash used in financing activities: primarily for cash dividend payment and repayment of corporate bonds.
• Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
• Cash Flow Projection for Next Year: Not applicable.
Unconsolidated
Unit: NT$ thousands
Cash Balance
12/31/2017
Net Cash Provided by
Operating Activities in 2018
Net Cash Used in Investing
Activities in 2018
Net Cash Used in Financing
Activities in 2018
Cash Balance
12/31/2018
Remedy for Liquidity Shortfall
Investment
Plan
Financing
Plan
239,176,841
568,101,343
(296,555,902)
(270,519,757)
240,202,525
None
None
• Analysis of Cash Flow
NT$568.1 billion net cash generated by operating activities: mainly include net income and depreciation and amortization expenses.
NT$296.6 billion net cash used in investing activities: primarily for capital expenditures.
NT$270.5 billion net cash used in financing activities: primarily for cash dividend payment, capital injection in subsidiaries and
repayment of corporate bonds.
• Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
• Cash Flow Projection for Next Year: Not applicable.
6.2.4 Recent Years Major Capital Expenditures and Impact on Financial and Business
Unit: NT$ thousands
Plan
Actual or Planned Source of Capital
Total Amount for 2018 and 2017
Actual Use of Capital
2018
2017
Production Facilities, R&D and Production Equipment
Cash flow generated from operations
639,620,221
312,302,551
327,317,670
Others
Total
Cash flow generated from operations
6,549,848
3,279,330
3,270,518
646,170,069
315,581,881
330,588,188
Based on capital expenditures listed above, TSMC’s annual production capacity increased by approximately 0.9 million 12-inch
equivalent wafers in 2018.
6.2.5 Long-term Investment Policy and Results
TSMC’s long-term investments, accounted for under the equity method, were all made for strategic purposes. However, when an
investment is no longer of strategic value, it may be considered a financial investment. In 2018, the investment gains from these
investments amounted to NT$3,057,781 thousand on a consolidated basis, increasing from previous year mainly due to demand
increase. For future investments, TSMC will continue to focus on strategic purposes through prudent assessments.
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6.3 Risk Management
Enterprise Risk Management Framework
The Board of Directors plays a key role in helping the Company
identify and manage economic risks. The Risk Management
organization periodically briefs the Audit Committee on the
ever-changing risk environment facing TSMC, the focus of the
Company’s enterprise risk management, and risk assessment and
mitigation efforts. The Audit Committee’s Chairperson also reports
on the risk environment and risk mitigation actions to be taken.
TSMC and its subsidiaries are committed to proactively and cost
effectively integrating and managing strategic, operational,
financial and hazardous risks together with potential
consequences to operations and financial results. TSMC operates
an enterprise risk management (ERM) program based on both its
corporate vision and its long-term, sustainable, responsibility to
both industry and society. ERM seeks to provide the appropriate
management of risks by TSMC on behalf of all stakeholders. A
risk map that considers likelihood and impact severity is used
to identify and prioritize corporate risk controls. Various risk
treatment strategies are also adopted in response to corporate
risks as they are identified.
Scope of Risk Management
Strategic Perspective
• Regulatory change & compliance
• Government policies
• Changes in technology & industry
• Technology development & competition
• Demand & capacity expansion
Operational Perspective
• Sales & purchase concentration
• Information security
• Intellectual property rights
• Recruiting qualified personnel
• Corporate image
Financial Perspective
• Interest rate, foreign exchange, inflation & deflation, taxation
• External financing
• High-risk/high-leveraged investment, financial derivative
transactions
• Strategic investments
Hazardous Events
• Earthquakes & natural hazards
• Fire or chemical spills
• Climate change
• Utility supply
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Risk Identification & Assessment
• RM Steering Committee & Audit Committee review & approve
implementation of risk management strategy and prioritization of risk
controls
• RM Executive Council assesses risks using Risk Map considering
likelihood & severity of risk events
Risk Control & Mitigation
• Cross-function risk communication to determine cost-effective risk
controls
• RM Executive Council is responsible for risk control implementation
• Risk controls reviewed in annual control self assessment
Risk Response
• Crisis management and response plans
• Scenario-based crisis response drills
• Business Continuity Plans
Risk Monitoring & Reporting
• Risk Management organization reports to RM Steering Committee
and Audit Committee on the focus of enterprise risk management, risk
assessment, and mitigation efforts
To mitigate the operational impacts of crisis events, ERM
conducts pre-crisis risk assessment and identifies feasible
strategies for crisis prevention. Corresponding to different
scenarios, response procedures and recovery plans have been
compiled. For specific severe crisis events involving multiple
TSMC’s manufacturing sites, the cross-functional central crisis
command center composed of operations and support functions
is responsible for internal coordination to speed up response
time and proactively communicate with related stakeholders.
To raise risk awareness and strengthen the risk management
culture in TSMC, RM (Risk Management) task forces were
formed in 2018. Enhanced risk assessment and crisis response
exercises were also conducted for critical risk events such as
fire, earthquake, IT service disruption, IT security, supply chain
disruption and utility supply disruption. In order to continuously
mitigate corporate risks, crisis response exercises are used to test
the integrity and risk-control effectiveness of ERM.
To reduce supply chain disruption risks, TSMC created a task
force comprised of members from fab operations, material
management, risk management and quality system management
to work with suppliers to develop business continuity plans and
enhance supply chain resilience to manage their potential risks.
Partly as a result of these efforts, there was no interruption in
TSMC’s supply chain in 2018.
As production capacity continued to expand with more
advanced technology, TSMC initiated and implemented seismic
protection engineering design, risk treatment practices and green
manufacturing projects in all new fabs.
6.3.1 Risk Management Organization Chart
TSMC’s Risk Management organization annually reports to the
Audit Committee on the focus of enterprise risk management, risk
assessment and mitigation efforts. The Audit Committee Chairperson
also reports to the Board on such discussion and actions.
Organization Functions
Board of Directors/
Audit Committee
RM Steering
Committee
Materials Management
and Risk Management
RM Executive
Council
RM Task Force
RM Program
RM Steering Committee
• Consists of functional heads (with internal audit head sitting in
as an observer)
• Reports to Audit Committee
• Reviews risk control progress
• Identifies and approves prioritization of risk controls
RM Executive Council
• Consists of representatives from each function
• Determines and implements cost-effective risk controls
• Improves transparency and how risks are managed
RM Program
• Pushes RM task forces to enhance effective risk control
• Coordinates and facilitates RM Executive Council on Risk
Management activities
• Consolidates ERM reports and updates to the RM Steering
Committee
RM Task Force
• Identify potential scenarios and business impact
• Determine risk mitigation actions responding to the scenarios
• Compile crisis management procedures & conduct exercises
6.3.2 Strategic Risks
Risks Associated with Changes in Technology and
Industry
• Industry Developments
The electronics industries and semiconductor market are cyclical
and subject to significant and often rapid fluctuations in product
demand, which could impact TSMC’s semiconductor foundry
business. Variations in order levels from customers may result in
volatility in the Company’s revenue and earnings.
From time to time, the electronics and semiconductor industries
have experienced significant, occasionally prolonged periods
of downturns and overcapacity. Because TSMC is, and will
continue to be, dependent on the requirements of electronics
and semiconductor companies for our services, periods of
downturns and overcapacity in the general electronics and
semiconductor industries could lead to reduced demand for
overall semiconductor foundry services, including TSMC’s services.
If TSMC cannot take appropriate actions such as reducing its
costs to sufficiently offset declines in demand, the Company’s
revenue, margin, and earnings will likely suffer during periods of
downturns and overcapacity.
• Changes in Technology
The semiconductor industry and its technologies are constantly
changing. TSMC competes by developing process technologies
using increasingly advanced nodes and on manufacturing
products with more functions. We also compete by developing
new derivative technologies. If TSMC does not anticipate these
changes in technologies and rapidly develop new and innovative
technologies, or the Company’s competitors unforeseeably gain
sudden access to additional technologies, TSMC may not be able
to provide foundry services on competitive terms. In addition,
TSMC’s customers have significantly decreased the time in which
their products or services are launched into the market. If TSMC
is unable to meet these shorter product time-to-market, it risks
losing these customers. These factors have also been intensified
by the shift of the global technology market to consumer driven
products such as mobile devices, and increasing concentration of
customers and competition (all further discussed among these risk
factors). Also, the uncertainty and instability inherent in advanced
technologies also impose challenges for achieving expected
product quality and product yield. If we fail to maintain quality,
it may result in loss of revenue and additional cost, as well as loss
of business or customer trust. For example, in January 2019, we
discovered the yield problems in 12- and 16-nanometer wafers
caused by a batch of photoresist, which resulted in delayed
delivery of products and are expected to have a negative effect on
our gross margin and operating margin. We have strengthened
inline wafer inspection and tightened control of incoming
101
material to deal with the increasing complexity of leading-edge
technologies. If TSMC is unable to innovate new technologies
that meet the demands of its customers or overcome the above
factors, it may become less competitive and its revenue may
decline significantly.
other incentives that may be unavailable to TSMC. For example,
Chinese companies are expected to be key players for new
semiconductor fab development and fab equipment spending
through 2020 in part due to various incentives provided by the
Chinese government.
Regarding the response measures for the above-mentioned risks,
please refer to “2.2.4 TSMC Position, Differentiation and Strategy”
on pages 13-15 of this annual report.
Risks Associated with Decrease in Demand and Average
Selling Price
A vast majority of the Company’s revenue is derived from
customers who use TSMC services in communication products,
computing products, consumer electronics products and
industrial/standard products. The demand for the Company’s
products is significantly affected by the outlook of the
major and emerging end markets for its products, such as
smartphones, high-performance computing, automotive
electronics and the IoT. Any deterioration in or a slowdown
in the growth of such end markets resulting in a substantial
decrease in the demand for overall global semiconductor
foundry services, including TSMC’s products and services,
could adversely affect the Company’s revenue. Further,
semiconductor manufacturing facilities require substantial
investment to construct and are largely fixed-cost assets once
they are in operation. Because the Company owns most of
its manufacturing capacities, a significant portion of TSMC’s
operating costs is fixed. In general, these costs do not decline
when customer demand or TSMC’s capacity utilization
rates drop, and thus declines in customer demand, among
other factors, may significantly decrease TSMC’s margins.
Conversely, as product demand rises and factory utilization
increases, the fixed costs are spread over increased output,
which can improve TSMC’s margins. In addition, the historical
and current trend of declining average selling prices (or “ASP”)
of end use applications places downward pressure on the
prices of the components that go into such applications. If the
ASP of end use applications continues decreasing, the pricing
pressure on components produced by the Company may lead
to a reduction of TSMC’s revenue, margin and earnings.
Risks Associated with Competition
The markets for TSMC’s foundry services are highly competitive.
TSMC competes with other foundry service providers, as well as
a number of integrated device manufacturers. Some of these
companies may have access to more advanced technologies than
TSMC. Other companies may have greater financial and other
resources than TSMC, such as the possibility of receiving direct
or indirect government subsidy, economic stimulus funds, or
Furthermore, the Company’s competitors may, from time to
time, also decide to undertake aggressive pricing initiatives in
one or several technology nodes. These competitive activities
may decrease TSMC’s customer base, or its ASP, or both. If TSMC
is unable to compete effectively with these new and aggressive
competitors on technology, manufacturing capacity, product
quality and customer satisfaction, it risks losing customers to
these new contenders.
Risks Associated with Changes in the Government
Policies and Regulatory Environment
TSMC management closely monitors all domestic and foreign
governmental policies and regulations that might impact
TSMC’s business and financial operations. During 2018 and
as of the date of this Annual Report, the following changes or
developments in governmental policies and regulations may
influence the Company’s business operations:
The R.O.C. Company Law was amended on August 1, 2018.
The amendments permit a company authorized by its Articles of
Incorporation to distribute its earnings on a quarterly or semi-
annual basis, and to have its Board of Directors to approve the
distribution if the earnings are distributed in cash. TSMC plans to
amend its Articles of Incorporation at its June 2019 shareholders’
meeting to authorize TSMC’s Board of Directors to distribute the
earnings in cash after the close of each quarter.
With respect to environmental laws, in terms of air pollution
protection, the regulations “Collection Rate for Stationary
Pollution Source Air Pollutant Emissions Fees” and “Air
Pollution Control Act” were amended in July and August 2018,
respectively. These amendments impose new items for air
pollution control fees and strengthen the surveillance of the
stationary pollution sources, both of which may increase the
Company’s operating costs, but the impact is not expected to
be material. Also, the regulation “Toxic Chemical and High
Concern Substances Control Act” was amended in January
2019, to which one of the amendments including establishing
a new category of control substances called “Concern Chemical
Substances” and their control requirements. The exact effects
of which are still uncertain as the relevant sub-regulations
have not been finalized yet, but we expect which may increase
the Company’s operating costs. In addition, some other
environmental laws were proposed to be amended (such as
“Environmental Impact Assessment Act”), the exact effects of
which are still uncertain as the amendments have not been
finalized yet. However, we expect these amendments may
affect our future expansion plans and increase the Company’s
operating costs.
It is not expected that other governmental policies or regulatory
changes would materially impact TSMC’s operations or financial
condition.
6.3.3 Operational Risks
Risks Associated with Capacity Expansion
TSMC performs long-term market demand forecast for its
products and services to manage its overall capacity. Because
market conditions are dynamic, TSMC’s market demand
forecast may change significantly at any time. During periods of
decreased demand, certain manufacturing lines or tools in some
of the Company’s manufacturing facilities may be suspended
or shut down temporarily. However, if subsequent demand
increases rapidly in a short period of time, TSMC may not be able
to restore the capacity in a timely manner to take advantage of
the upturn.
According to the market demand forecast, TSMC has recently
been adding capacity in its 300mm wafer fabs to meet market
needs for its products and services. Expansion of the Company’s
capacity will increase its costs. For example, the Company
will need to purchase additional equipment, hire additional
personnel and train personnel to operate the new equipment. If
TSMC does not increase its net revenue accordingly, its financial
performance may be adversely affected by these increased costs.
In order to mitigate the risk associated with capacity expansion,
TSMC continuously watches for changes in market conditions
and works closely with its customers. When market demand is
not as expected, the Company will adjust its capacity plans in a
timely manner to reduce the impact on its financial performance.
Risks Associated with Sales Concentration
Over the years, TSMC’s customer profile and the nature of
its customers’ businesses have changed dramatically. While it
generates revenue from hundreds of customers worldwide,
TSMC’s ten largest customers in 2016, 2017, and 2018
accounted for approximately 68%, 66% and 68% of its net
revenue in the respective year. The Company’s largest customer
in 2016, 2017, and 2018 accounted for 17%, 23% and 22%
of its net revenue in the respective year. Our second largest
customer in 2016 accounted for 11% of our net revenue. In
2017 and 2018, our second largest customer accounted for less
than 10% of our net revenue.
A more concentrated customer base will subject our revenue to
seasonal demand fluctuations from our large customers, and
cause different seasonal patterns of our business. This customer
concentration results in part from the changing dynamics of the
electronics industry with the structural shift to mobile devices
and applications and software that provide the content for such
devices. There are only a limited number of customers who are
successfully exploiting this new business model paradigm.
Also, in order to respond to the new business model paradigm,
TSMC has seen the changes of nature in its customers’ business
models. For example, there is a growing trend toward the system
companies developing their own designs and working directly
with semiconductor foundries which makes their products and
services more marketable in a changing consumer market. Also,
since the global semiconductor industry is becoming increasingly
competitive, some of TSMC’s customers have engaged in
industry consolidations in order to remain competitive. Such
consolidations have taken the form of mergers and acquisitions.
If more of TSMC’s major customers consolidate, this will further
decrease the overall number of its customer pool. The loss
of, or significant curtailment of purchases by, one or more
of the Company’s top customers, including curtailments due
to increased competitive pressures, industry consolidation,
a change in their designs, or change in their manufacturing
sourcing policies or practices of these customers, or the timing
of customer or distributor inventory adjustments, or change in its
major customers’ business models may adversely affect TSMC’s
results of operations and financial condition.
Risks Associated with Purchase Concentration
• Raw Materials
TSMC’s production operations require that it obtains
adequate supplies of raw materials, such as silicon wafers,
gases, chemicals, and photoresist, on a timely basis and at
commercially reasonable prices. In the past, shortages in
the supply of some materials, whether by specific vendors
or by the semiconductor industry generally, have resulted
in occasional industry-wide price adjustments and delivery
delays. For example, the increase in silicon wafer prices due
to increased demand for such wafers across the industry
had a negative impact on TSMC’s gross margin in 2018.
Moreover, major natural disasters, political or economic
turmoil occurring within the country of origin of such raw
materials, may also significantly disrupt the availability
of such raw materials or increase their prices. Also, since
TSMC procures some of its raw materials from sole-sourced
suppliers, there is a risk that TSMC’s need for such raw
materials may not be met or that back-up supplies may
not be readily available. In addition, recent trade tensions
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103
could result in increased prices or even unavailability of raw
materials due to tariffs, sanctions or other non-tariff barriers.
TSMC’s revenue and earnings could decline if the Company
is unable to obtain adequate supplies of the necessary
raw materials in a timely manner or if there are significant
increases in the costs of raw materials. To reduce the
supply chain risk and to manage the cost effectively, TSMC
is committing resources toward developing new supply
sources. In addition, the Company continually encourages its
suppliers to reduce their supply chain risk by decentralizing
production plants and to improve their cost competitiveness
by moving their production facilities to Taiwan from higher-
cost areas.
In the meantime, given that qualified backup suppliers are
harder to obtain, TSMC is engaging early and extensively
with primary suppliers on managing quality and capacity
issues in order to be prepared for any unexpected need
to ramp up production, which could leave the Company
with insufficient time to re-tune its production process. For
leading technology nodes, TSMC uses world-class processes
at world-class facilities but also requires world-class material
quality. To streamline supply chain risk management, the
Company intensifies supplier site audits and meetings
to extend supply chain best practices to its upstream
suppliers. In addition, in response to the rapid increase or
decrease in production capacity of new products, TSMC
has continued to improve its inventory monitoring system
to achieve more accurate demand forecasts to ensure
that the supply chain maintains sufficient stock levels. The
Company has established a supply chain risk assessment
to ensure critical suppliers meet standards in labor, ethics,
ESH (environmental, safety and health) and BCP (business
continuity plan). To ultimately empower these suppliers to
take responsibility for their supply chain, onsite audits are
conducted regularly. Any regulatory violations or any adverse
environmental impact event, as well as a failure to meet
TSMC’s expectations in sustainability requirements, may
result in business reduction or termination.
• Equipment
The Company’s operations and ongoing expansion plans depend
on its ability to obtain an appropriate amount of equipment
and related services from a limited number of suppliers in a
market that is characterized from time to time by limited supply
and long delivery cycles. During such times, supplier-specific or
industry-wide lead times for delivery can be as long as six months
or more. To better manage its supply chain, the Company has
implemented various business models and risk management
contingencies with suppliers to shorten the procurement lead
time. Further, the growing complexities especially in advanced
lithographic technologies may delay the timely availability of the
equipment and parts needed to exploit time-sensitive business
opportunities and also increase the market price for such
equipment and parts. If TSMC is unable to obtain equipment in
a timely manner to fulfill its customers’ demands on technology
and production capacity, or at a reasonable cost, its financial
condition and results of operations could be negatively
impacted.
Risks Associated with IT Security
TSMC has adopted an IT security policy to establish and
maintain a secure environment for TSMC’s information and
systems. In addition, the Company has established an ISO
27001 information security management system (ISMS) with a
formal information risk assessment and management process.
Even though TSMC has established these policies, procedures,
and many other security measures, it cannot guarantee that
the Company’s computing systems, which control or maintain
vital corporate functions such as its manufacturing operations
and enterprise accounting, would be completely immune to
crippling cyber attacks by any third party to gain unauthorized
access to its internal network systems, to sabotage its operations
and goodwill or otherwise. In the event of a serious cyber
attack, TSMC’s systems may lose important corporate data or
its production lines may be shut down pending the resolution
of such attack. While TSMC seeks to continuously review and
assess its cybersecurity policies and procedures to ensure their
adequacy and effectiveness, it cannot guarantee that the
Company will not be susceptible to new and emerging risks and
attacks in the evolving landscape of cybersecurity threats. These
cyber attacks may also attempt to steal TSMC’s trade secrets and
other sensitive information, such as proprietary information of
the Company’s customers and other stakeholders and personal
information of the Company’s employees.
Malicious hackers may also try to introduce computer viruses,
corrupted software or ransomware into the Company’s network
systems to disrupt its operations, blackmail it to regain control
of its computing systems or spy on the Company for sensitive
information. These attacks may result in TSMC having to pay
damages for its delayed or disrupted orders or incur significant
expenses in implementing remedial and improvement measures
to enhance the Company’s cybersecurity network, and may also
expose TSMC to significant legal liabilities arising from or related
to legal proceedings or regulatory investigations associated
with, among other things, leakage of employee, customer or
third party information which TSMC has an obligation to keep
confidential.
TSMC may also be attacked by malicious software contained
in the equipment it purchases and installs. In August 2018,
TSMC experienced a computer virus outbreak, which caused the
malfunction of a number of the Company’s computer systems
and fab tools in Taiwan and interrupted the operations of certain
equipment. The virus incident was due to a misoperation by
the Company’s staff when installing a new equipment that
contained malicious software unknown to the Company. Also,
the Company’s firewall controls did not effectively prevent the
software from propagating. While neither data integrity nor
confidential information were compromised, the incident caused
shipment delays and a loss of NT$2,596 million (US$85 million)
classified as the cost of revenue in the third quarter of 2018.
Remedial actions have since been taken, such as implementation
of an automated system to prevent unprotected tool installation,
and strengthening of firewall and network control to prevent
computer viruses from spreading among tools and fabs, and
enhancements to further improve the Company’s protection
against malicious software are ongoing. TSMC has additionally
budgeted an adequate amount for IT security solution
enhancement. However, there can be no assurance that the
Company is no longer subject to malicious software attacks.
In addition, the Company employs certain third party service
providers for TSMC and its affiliates worldwide with whom
the Company needs to share highly sensitive and confidential
information to enable them to provide the relevant services.
Despite that TSMC requires the third party service providers
to comply with the confidentiality and/or Internet security
requirements in its service agreements with them, there is no
assurance that each of them will strictly fulfill such obligations,
or at all. The on-site network systems of and the off-site cloud
computing networks such as servers maintained by such service
providers and/or its contractors are also subject to risks associated
with cyber attacks. If TSMC or its service providers are not able to
timely resolve the respective technical difficulties caused by such
cyber attacks, or ensure the integrity and availability of its data
(and data belonging to its customers and other third parties)
or control of its or its service providers’ computing systems, the
Company’s commitments to its customers and other stakeholders
may be materially impaired and its results of operations, financial
condition, prospects and reputation may also be materially and
adversely affected as a result.
Risks Associated with Intellectual Property Rights
The Company’s ability to compete successfully and to achieve
future growth depends in part on the continued strength of
its intellectual property portfolio. While we actively enforce
and protect our intellectual property rights, there can be
no assurance that its efforts will be adequate to prevent
the misappropriation or improper use of its proprietary
technologies, software, trade secrets or know-how. Also, the
Company cannot assure you that, as its business or business
models expand into new areas, it will be able to develop
independently the technologies, patents, software, trade secrets
or know-how necessary to conduct its business or that it can
do so without unknowingly infringing the intellectual property
rights of others. As a result, TSMC may have to rely on, to a
certain degree, licensed technologies and patent licenses from
others. To the extent that the Company relies on licenses from
others, there can be no assurance that it will be able to obtain
any or all of the necessary licenses in the future on terms it
considers reasonable or at all. The lack of necessary licenses
could expose TSMC to claims for damages and/or injunctions
from third parties, as well as claims for indemnification by
its customers in instances where it has contractually agreed
to indemnify its customers against damages resulting from
infringement claims.
TSMC has received, from time-to-time, communications from
third parties asserting that TSMC’s technologies, manufacturing
processes, or the design IPs of the semiconductors made by
TSMC or the use of those semiconductors by its customers
may infringe their patents or other intellectual property rights.
Because of the nature of the industry, the Company may
continue to receive such communications in the future. These
assertions have at times resulted in litigation. Recently, there has
been a notable increase within the industry in the number of
assertions made and lawsuits initiated by certain litigious, non-
practicing entities and these litigious, non-practicing entities are
also becoming more aggressive in their monetary demands and
requests for court-issued injunctions. Such lawsuits or assertions
may increase TSMC’s cost of doing business and may potentially
be extremely disruptive if these non-practicing entities succeed
in blocking the trade of products and services offered by
TSMC. Also, as the Company expended its manufacturing
operations into certain non-R.O.C jurisdictions, it has faced
increasing challenges to manage risks of intellectual property
misappropriation. Despite our efforts to adopt robust measures
to mitigate the risk of intellectual property misappropriation in
such new jurisdictions, we cannot guarantee that the protection
measures we adopted will be sufficient to prevent us from
potential infringements by others, or at all.
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If TSMC fails to obtain or maintain certain technologies or
intellectual property licenses or fails to prevent our intellectual
property from being misappropriated and, if litigation relating
to alleged intellectual property matters occurs, it could: (1)
prevent the Company from manufacturing particular products
or selling particular services or applying particular technologies;
and (2) reduce our ability to compete effectively against entities
benefiting from our misappropriated intellectual property, which
could reduce its opportunities to generate revenue.
TSMC has taken related measures to minimize potential loss of
shareholder value arising from intellectual property claims and
litigation filed against the Company. These measures include:
strategically obtaining licenses from certain semiconductor
and other technology companies as needed; timely securing
intellectual property rights for defensive and/or offensive
protection of TSMC technology and business; and aggressively
defending against baseless litigation.
Risks Associated with Litigious and Non-litigious
Matters
As is the case with many companies in the semiconductor
industry, TSMC has received from time-to-time communications
from third parties asserting that its technologies, its
manufacturing processes, or the design of the semiconductors
made by TSMC or the use of those semiconductors by its
customers may infringe upon their patents or other intellectual
property rights. These assertions have at times resulted in
litigation by or against the Company and settlement payments by
the Company. Irrespective of the validity of these claims, TSMC
could incur significant costs in the defense thereof or could
suffer adverse effects on its operations. TSMC is also subject to
antitrust compliance requirements and scrutiny by governmental
regulators in multiple jurisdictions. Any adverse results of such
proceeding or other similar proceedings that may arise in
those jurisdictions could harm TSMC’s business and distract its
management, and thereby have a material adverse effect on its
results of operations or prospects, and subject TSMC to potential
significant legal liability.
Currently, TSMC’s material legal proceedings are as follows:
In May 2017, Uri Cohen filed a complaint in the U.S. District
Court for the Eastern District of Texas alleging that TSMC, TSMC
North America and other companies infringe four U.S. patents.
Cohen’s case was transferred to and consolidated with the
responsive declaratory judgment case for non-infringement
of Cohen’s asserted patents filed by TSMC and TSMC North
America in the U.S. District Court for the Northern District of
California. In July 2018, all pending litigations between the
parties in the U.S. District Court for the Northern District of
California were dismissed.
On September 28, 2017, TSMC was contacted by the
European Commission, which has asked us for information and
documents concerning alleged anti-competitive practices in
relation to semiconductor sales. We are cooperating with the
European Commission to provide the requested information and
documents. In light of the fact that this proceeding is still in its
preliminary stage, it is premature to predict how the case will
proceed, the outcome of the proceeding or its impact.
Other than the matters described above, as of the date of
this Annual Report, TSMC is not currently a party to any other
material legal proceedings.
Risks Associated with Mergers and Acquisitions
During 2018 and in 2019 as of the date of this annual report,
there were no such risks for TSMC.
Risks Associated with Recruiting Quality Personnel
The Company relies on the continued services and contributions
of its executive officers, skilled technical and other personnel.
The Company’s business could suffer if it loses, for whatever
reasons, the services and contributions of some of these
personnel and it cannot adequately replace them. The Company
may be required to increase or reduce the number of employees
in connection with any business expansion or contraction, in
accordance with market demand for its products and services.
Since there is intense competition for the recruitment of these
personnel, the Company cannot ensure that it will be able to
fulfill its personnel requirements in a timely manner.
Future R&D Plans and Expected R&D Spending
For additional details, see “5.2.7 Future R&D Plans” on page
76 of this annual report.
Changes in Corporate Reputation and Impact on
Company’s Crisis Management
TSMC has established an excellent corporate reputation around
the world based on its core values of integrity, commitment,
innovation and customer trust, as well as its outstanding
operations, rigorous corporate governance, and dedication to
social responsibility by serving as a good corporate citizen and
continuing to pursue innovation in the economic, environmental
and social dimensions of CSR.
In 2018, TSMC was honored with awards and recognition for
achievements in operations, corporate governance, patents,
innovation, profit growth, investor relations, environmental
protection, corporate sustainability and other fields. These
included: the Taiwan Institute for Sustainable Energy 2018
Taiwan Corporate Sustainability Awards No.1 for Domestic
Corporates and Platinum Medal For Sustainability Report;
ranked top 5% in the Taiwan Stock Exchange Corporate
Governance Evaluation; member of the Fortune Magazine
2018 Global 500; the R.O.C. Ministry of Economic Affairs
Industrial Development Bureau “Green Factory Label”; the R.O.C.
Environmental Protection Administration “Enterprise Green
Procurement Award”; and ranked No. 1 in profit for the China
Credit Information Services’ ranking of large Taiwan companies.
In addition, TSMC was selected as a component of the Dow
Jones Sustainability Indices for the 18th consecutive year, further
strengthening the Company’s reputation and corporate culture.
TSMC’s vision for corporate social responsibility is to
“uplift society.” The Company maintains a Corporate Social
Responsibility Committee, which serves as the Company’s
highest-level CSR organization and acts as a decision-making
center and communications platform for CSR. Committee
members represent departments including Legal, Customer
Service, Materials Management, Quality and Reliability, Research
and Development, Risk Management, Finance, Investor Relations,
Operations, Environment, Safety and Health (ESH), Human
Resources, the TSMC Education and Culture Foundation,
the TSMC Charity Foundation, and Public Relations. These
departments address issues of concern to all stakeholders
including employees, shareholders, customers, suppliers,
government and society, and coordinate the Company’s
resources and collaborate to further enhance TSMC’s positive
corporate reputation.
In addition, to address crisis events that could affect the
Company’s public reputation, including earthquakes, fires,
IT service disruption, supply chain disruption, environmental
events and utility supply disruption, TSMC employs numerous
preventative measures and maintains a “TSMC Crisis Command
Center Control Instruction” and a “TSMC Emergency Response
Procedure” to establish its emergency response command
structure. Each TSMC fab holds regular monthly meetings of
the ESH committee, and relevant departments hold regular
drills and strive to continuously improve their emergency
response and notification procedures to ensure clear channels
of communication to stakeholders in crisis management. The
Public Relations department serves as the designated window
for external communications. In the event of an emergency, all
departments immediately deploy emergency response measures
to reduce casualties and minimize the impact on the surrounding
environment, Company property and manufacturing operations.
Responders also alert the public relations department at the
first stage of response to ensure clear and consistent disclosure
regarding the situation to maintain the Company’s reputation.
Risks Associated with Change in Management
After having led the Company for over 31 years, TSMC’s Founder,
Dr. Morris Chang, retired from the Company after the Annual
Shareholders’ Meeting on June 5, 2018. At the meeting, TSMC
shareholders elected a new Board of Directors, which then
convened to elect Dr. Mark Liu as Chairman and Dr. C.C. Wei as
Chief Executive Officer (CEO) and Vice Chairman, completing the
transition of responsibilities in accordance with the Company’s
succession plan.
6.3.4 Financial Risks
Economic Risks
• Interest Rate Fluctuation
TSMC is exposed to interest rate risks primarily related to its
investment portfolio and outstanding debt, which are most
sensitive to fluctuations in U.S. and R.O.C. interest rates. Changes
in U.S. and R.O.C. interest rates affect the interest earned on the
Company’s cash, cash equivalents and marketable securities and
the fair value of those securities, as well as interest paid on its
debt.
The objective of TSMC’s investment policy is to achieve a return
that will allow the Company to preserve principal and support
liquidity requirements. TSMC invests primarily in time deposits
and investment grade debt securities. By policy, TSMC limits the
amount of credit exposure to any one issuer. TSMC’s investments
in both fixed rate and floating rate interest earning securities
carry a degree of interest rate risk. Fixed rate securities may have
their fair market value adversely affected due to a rise in interest
rates, while floating rate securities may generate less interest
income than predicted if interest rates fall. As of December 31,
2018, a substantial majority of TSMC’s fixed income securities
are classified as financial assets at fair value through other
comprehensive income, and may have their market value
adversely impacted due to the rise in interest rates. TSMC has
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entered, and may enter in the future, into interest rate futures
to partially hedge the interest rate risk on its fixed income
investments. However, these hedges can offset only a small
portion of the financial impact from movement in interest rates.
As of December 31, 2018, all of TSMC’s long-term debt are
fixed-rate, NT dollar denominated bonds and measured at
amortized costs. As such, changes in interest rate would not
affect the future cash flows and the fair value.
• Foreign Exchange Volatility
More than 90% of TSMC’s revenue is denominated in U.S. dollar
and over one-half of its capital expenditures are denominated
in currencies other than NT dollar, primarily in U.S. dollar,
Japanese yen, and Euro. As a result, any significant fluctuations
to its disadvantage in exchange rate of NT dollar against such
currencies, in particular a weakening of U.S. dollar against
NT dollar, would have an adverse impact on the Company’s
revenue and profit as expressed in NT dollar. For example, every
one percent depreciation of the U.S. dollar against the NT dollar
would result in approximately 0.4 percentage point decrease in
TSMC’s operating margin based on TSMC’s 2018 results.
Conversely, if the U.S. dollar appreciates significantly versus
other major currencies, the demand for the products and
services of TSMC’s customers and for TSMC’s goods and
services will likely decrease, which will negatively affect the
Company’s revenue.
TSMC uses foreign currency derivatives contracts, such as
currency forwards and cross-currency swaps, to protect against
currency exchange rate risks associated with non-NT dollar-
denominated assets and liabilities and certain forecasted
transactions. The Company also utilizes U.S. dollar denominated
debt to partially offset currency risk arising from U.S. dollar
denominated receivables for balance sheet hedges. These
hedges reduce, but do not entirely eliminate, the effect of
foreign currency exchange rate movements on its assets and
liabilities.
Fluctuations in the exchange rate between the U.S. dollar and
the NT dollar may affect the U.S. dollar value of the Company’s
common shares and the market price of the Company’s American
Depositary Shares (ADSs) and of any cash dividends paid in NT
dollar on TSMC’s common shares represented by ADSs.
• Inflation, Deflation and Resulting Market Volatility
The global economy is becoming more vulnerable to sudden
unexpected fluctuations in inflationary and deflationary
expectations and conditions. Expectations of high inflation or
deflation each adversely affects the economy, at both macro
and micro levels, by reducing economic efficiency and disrupting
investment decisions. Recently, higher interest rates in the
U.S., international trade tensions, and the possible changes
in economic, fiscal and monetary policies in major economies
have exacerbated, and may further exacerbate fluctuations in
inflationary or deflationary expectations. Such volatility may
negatively affect the costs of TSMC’s operations and the business
operations of its customers who may be forced to plan their
purchases of TSMC’s goods and services within an uncertain
economy. Therefore, the demand for TSMC’s products and
services could unexpectedly fluctuate severely in accordance
with expectations of inflation or deflation as affected by market
volatility.
• Amendments to Tax Regulations or Implementation of
New Tax Laws
Any amendments to existing tax regulations or the
implementation of any new tax laws in the jurisdictions in which
TSMC operates its business may have an adverse effect on its
net income.
While TSMC is subject to tax laws and regulations in various
jurisdictions in which it operates or conduct business, TSMC’s
principal operations are in the R.O.C. and it is exposed primarily
to taxes levied by the R.O.C. government. Any unfavorable
changes of tax laws and regulations in this jurisdiction could
increase TSMC’s effective tax rate and have an adverse effect on
its operating results.
In order to control the tax risk, TSMC closely monitors all
domestic and foreign governmental policies and regulations
that might impact its financial operations. TSMC has established
risk management procedures to collect information, analyze
potential tax implications, and develop countermeasures.
Risks Associated with External Financing
In times of market instability, sufficient external financing
may not be available to the Company on a timely basis, on
commercially reasonable terms to the Company, or at all. If
sufficient external financing is not available, when TSMC needs
such financing to meet its capital requirements, it may be forced
to curtail expansion, modify plans or delay the deployment of
new or expanded services until it obtains such financing.
Risks Associated with High-Risk/Highly Leveraged
Investments; Lending, Endorsements, and Guarantees
for Other Parties; and Financial Derivative Transactions
TSMC did not make high-risk or highly leveraged financial
investments in 2018 nor in 2019 up to the date of this annual
report.
TSMC provided a guarantee to TSMC Global, a wholly-owned
subsidiary of TSMC, for its issuance of U.S. dollar-denominated
senior unsecured corporate bonds in April 2013. TSMC Global
repaid the full amount of its U.S. dollar-denominated senior
unsecured corporate bonds due in April 2018. TSMC also
provided a guarantee amounting to no more than US$83.21
million to TSMC North America, a wholly-owned subsidiary
of TSMC, since November 2014 for its obligation to an office
leasing contract.
As of February 28, 2019, TSMC had RMB 6 billion and US$129
million intercompany loans arranged among the Company’s
subsidiaries, which were all in compliance with relevant rules and
regulations.
In 2018, the financial transactions of a derivative nature
that TSMC entered into were strictly for hedging and not for
any trading or speculative purposes. For more transaction
information and risk assessment, please refer to Note 7, Note
13, and Note 36 of the annual report section (II), Financial
Statements.
To control various types of financial transactions, the Company
has established internal policies and procedures based on sound
financial and business practices, all in compliance with the
relevant rules and regulations issued by the Taiwan Securities
and Futures Bureau. TSMC policies and procedures include
“Policies and Procedures for Financial Derivative Transactions,”
“Procedures for Lending Funds to Other Parties,” “Procedures
for Acquisition or Disposal of Assets,” and “Procedures for
Endorsement and Guarantee.”
Risks Associated with Impairment Charges
Under Taiwan-IFRSs, TSMC is required to evaluate its investments,
in debt securities, investments accounted for using equity
method, tangible assets and intangible assets for impairment
whenever triggering events or changes in circumstances
indicate that the asset may be impaired. If certain criteria are
met, TSMC is required to record an impairment charge. TSMC
is also required under Taiwan-IFRSs to evaluate goodwill for
impairment at least on an annual basis or more frequently
whenever triggering events or changes in circumstances indicate
that goodwill may be impaired and the carrying value may not
be recoverable. TSMC holds investments in certain publicly listed
and private companies, some of which have incurred certain
impairment charges as disclosed in Annual Report section (II),
Financial Statements.
The determination of an impairment charge at any given
time is based significantly on the projected results of the
Company’s operations over several years subsequent to that
time. Consequently, an impairment charge is more likely to
occur during a period when the Company’s operating results are
otherwise already depressed.
TSMC has established the process and system to closely
monitor and assess the risk of impairment charge. However, the
management is unable to estimate the extent or timing of any
impairment charge for future years, or whether such impairment
charge may have a material adverse effect on the Company’s net
income.
6.3.5 Hazardous Risks and Utility Supply Interruption
or Shortage Risks
The frequency and severity of catastrophic events, including
natural disasters and severe weather has been increasing, in
part due to climate change or systemic regional geological
changes that manifest in damaging earthquakes. TSMC has
manufacturing and other operations in locations subject to
natural disasters, such as flooding, earthquakes, tsunamis,
typhoons, and droughts that may cause interruptions or
shortages in the supply of utilities, such as water and electricity,
that could disrupt operations. In addition, TSMC’s suppliers
and customers also have operations in such locations. For
example, most of TSMC’s production facilities, as well as those
of many of its suppliers and customers and upstream providers
of complementary semiconductor manufacturing services,
are located in Taiwan and Japan, which are susceptible to
earthquakes, tsunamis, flooding, typhoons, and droughts from
time to time that may cause shortages in electricity and water or
interruptions to our operations.
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Thus, if one or more natural disasters that result in a prolonged
disruption to TSMC’s operations or those of its customers or
suppliers, or if any of its fabs or vendor facilities were to be
damaged or cease operations as a result of an explosion or fire,
it could reduce the Company’s manufacturing capacity and
may cause us to lose important customers, thereby having a
potentially adverse and material impact on our operational and
financial performance.
TSMC has occasionally suffered power outages or surges in
Taiwan caused by difficulties encountered by its electricity
supplier, the Taiwan Power Company, or other power consumers
on the same power grid, which have resulted in interruptions to
our operations. Such shortages or interruptions in its electricity
supply could further be exacerbated by changes in the energy
policy of the government which will make Taiwan a nuclear-free
country by 2025. If the Company is unable to secure reliable and
uninterrupted supply of electricity to power its manufacturing
fabs within Taiwan, its ability to satisfy the orders of its customers
will be severely undercut.
TSMC maintains a comprehensive risk management system
dedicated to the safety of people, the conservation of
natural resources, and the protection of property. In order to
effectively handle emergencies and natural disasters, at each
facility management has developed comprehensive plans
and procedures that focus on risk prevention, emergency
response, crisis management and business continuity. All
TSMC manufacturing fabs have been ISO 14001 certified
(environmental management system) and OHSAS 18001 certified
(occupational health and safety management system). All
manufacturing fabs in Taiwan have also been TOSHMS (Taiwan
Occupational Safety and Health Management System) certified.
The new fabs will also attain the above certifications within 18
months after acquiring factory registration certification.
The Company pays special attention to preparedness of
emergency response to disasters, such as typhoons, floods and
droughts caused by climate change, earthquakes, pandemics
(such as H1N1 influenza), and disruptions to water, electricity
and other public utilities. TSMC has established a company-wide
taskforce dedicated to managing the risk of a water or electricity
shortage that might arise due to climate change. This taskforce
monitors the external supply and internal demand for water and
electricity, and collaborate with Taiwan Semiconductor Industry
Association, the Allied Association for Science Park Industries,
and related public agencies to ensure stable water and electricity
supply.
TSMC has further strengthened its business continuity plans,
which include periodic risk assessment, risk mitigation, and
implementation through the establishment of emergency
taskforces when necessary, combined with the preparation of
a thorough analysis of the emergency, its impact, alternative
actions, and solutions for each possible scenario together with
appropriate precautionary and/or recovery measures. Each
taskforce is given the responsibility of ensuring TSMC’s ability
to minimize personal injury, business disruption and financial
impact under the circumstances. TSMC periodically review
business continuity plan and revise it according to exercise results
and implementation.
In response to the impact of the earthquake that occurred in
Taiwan, TSMC conducted a continuous improvements including
enhancing earthquake emergency response, enhancing
tool anchorage and seismic isolation facilities, preparedness
for speeding up tool salvage and production recovery. The
improvements also have been embedded in new fab design.
TSMC business continuity procedures were enhanced with
reference to ISO 22301 business continuity management.
TSMC and many of its suppliers use combustible and toxic
materials in their manufacturing processes and are therefore
subject to risks that cannot be completely eliminated arising
from explosion, fire, or environmental influences. Although
the Company maintains many overlapping risk prevention and
protection systems, as well as fire and casualty insurance, TSMC’s
risk management and insurance coverage may not always be
sufficient to cover all of the Company’s potential losses. If any
of TSMC’s fabs or vendor facilities were to be damaged or cease
operations as a result of an explosion, fire or environmental
causes, it could reduce the Company’s manufacturing capacity
and may lead to the loss of important sales and customers, and
impact on TSMC’s financial performance. In addition to periodic
fire-protection inspections and firefighting drills, the Company
has also carried out a corporate-wide fire risk mitigation project
focused on managerial and hardware improvements.
6.3.6 Risks Associated with Non-Compliance with
Environmental and Climate Related Laws and
Regulations, and with Other International Laws,
Regulations and Accords
Because TSMC engages in manufacturing activities in
multiple jurisdictions and conducts business with customers
located worldwide, such activities are subject to a myriad of
governmental regulations. For example, the manufacturing,
assembling and testing of TSMC’s products require the
use of metals, chemicals and materials that are subject
to environmental, climate-related, health and safety, and
humanitarian conflict-free sourcing laws, regulations and
guidelines issued worldwide.
The Company’s failure to comply with any such laws or
regulations, as amended from time to time, and its failure to
comply with any information and document sharing requests
from the relevant authorities in a timely manner could result in:
• significant penalties and legal liabilities, such as the denial
of import permits or third party private lawsuits, criminal or
administrative proceedings;
• the temporary or permanent suspension of production of the
affected products;
• unfavorable alterations in TSMC manufacturing, fabrication
and assembly and test processes;
• challenges from customers that place TSMC at a significant
competitive disadvantage, such as loss of actual or potential
sales contracts in case the Company is unable to satisfy the
applicable legal standard or customer requirement;
• restrictions on TSMC operations or sales;
• loss of tax benefits, including termination of current tax
incentives, disqualification of tax credit application and
repayment of the tax benefits that the Company is not entitled
to; and
• damage to TSMC’s goodwill and reputation.
Complying with applicable laws and regulations, such as
environmental and climate related laws and regulations, could
also require TSMC, among other things, to do the following:
(1) purchase, use or install remedial equipment; (2) implement
remedial programs such as climate change mitigation programs;
(3) modify product designs and manufacturing processes, or
incur other significant expenses such as obtaining substitute raw
materials or chemicals that may cost more or be less available for
the Company’s operations.
TSMC’s inability to timely obtain approvals necessary for the
conduct of business could impair its operational and financial
results. For example, if the Company is unable to timely obtain
environmental related approvals needed to undertake the
development and construction of a new fab or expansion
project, then such inability may delay, limit, or increase the
cost of its expansion plans that could also in turn adversely
affect its business and operational results. In light of increased
public interest in environmental issues, TSMC’s operations and
expansion plans may be adversely affected or delayed responding
to public concern and social environmental pressures even if the
Company complies with all applicable laws and regulations.
TSMC believes that climate change should be regarded as a
significant corporate risk that must be controlled to improve
competitiveness. Climate change has the potential to create
legal, physical and other risks. TSMC’s control measures are as
follows:
• Climate Regulatory Risks
Greenhouse gas (GHG) control regulations and agreements
in countries around the world are becoming increasingly
stringent. Enterprises are legally required to regularly disclose
GHG-related information as well as limit GHG emissions. Future
legal requirements, such as carbon or energy taxes and carbon
emission cap-and-trade may drive up production costs, including
material and energy costs. TSMC China is subject to the Shanghai
carbon emission cap-and-trade regulation, which has had cost
impacts since 2016. TSMC continues to monitor legislative trends
and communicate with various governments through industrial
organizations and associations to set reasonable and feasible
legal requirements.
• Conflict Minerals Risks
For additional details, see the Supplier and Contractor
Management section under 7.2.3 Safety and Health on page
128 of this annual report.
• Climate Disaster Risks
Abnormal climate caused by the greenhouse effect has increased
the frequency and severity of climate disasters – storms, floods,
drought, and water shortages – causing considerable impacts
on business operations and supply chains. TSMC believes that
climate change control should take into account both mitigation
and adaption, and this requires cooperation among government,
society and industry to reduce risk. To sustain electricity and
raw water supplies, therefore, in addition to water-saving
measures the Company undertakes at its own facilities and
those of upstream and downstream partners, TSMC participates
in the Taiwan Science Park Industrial Union Experts Committee
platform, and is actively involved in regular meetings with
Taipower Company and the Taiwan Water Corporation to discuss
supply and allocation issues and disaster responses.
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One or more of TSMC’s existing shareholders may, from time to
time, dispose of significant numbers of TSMC common shares or
ADSs. For example, the National Development Fund, Executive
Yuan, R.O.C. which owned 6.38% of TSMC’s outstanding shares
as of February 28, 2019, had from time to time in the past sold
TSMC shares in the form of ADSs in several transactions.
As of the date of this annual report, no shareholder owns 10%
or more of TSMC’s total outstanding shares.
Risks of Trade Policies
As TSMC’s revenue is primarily derived from sales to major
economies in the world (please refer to “2.2.4 TSMC Position,
Differentiation and Strategy” on page 13 of this annual report),
any changes in the trade policies (such as the increase of tariffs
on certain products, the implementation of import and export
controls, and the adoption of other trade barriers) of such major
economies can affect the sales of TSMC or its customers and
thereby affect TSMC’s operating results. Accordingly, TSMC
continues to monitor the recent shifts in trade policies and
measures among the relevant major economies and will take
corresponding responsive actions in accordance with subsequent
developments.
Other Material Risks
During 2018 and in 2019 as of the date of this annual report,
TSMC’s management is not aware of any other risk event that
could impart a potentially material impact on the financial status
of the Company.
• Other Climate Risks
Climate change is a concern to the global supply chain,
necessitating energy conservation, carbon reduction, and disaster
prevention. For example, the Responsible Business Alliance (RBA)
has also required members’ suppliers to disclose GHG emissions
information. TSMC not only discloses its own GHG emissions
information each year, but it also assists and requires its major
suppliers to establish a GHG inventory system and conduct
reduction programs. TSMC insists that its major suppliers submit
GHG emissions and reduction information as an important index
of sustainability scoring in its procurement strategy.
To mitigate risks resulting from climate change, TSMC continues
to actively carry out energy conservation measures, participate
in voluntary emission reduction projects for perfluorinated
compounds (PFCs), and conduct GHG inventory and verification
on an annual basis. TSMC has publicly disclosed climate change
information annually through the following channels:
• GHG emissions and reduction-related information submitted
for evaluation to the Dow Jones Sustainability Index every year
since 2001.
• GHG-related information disclosed in its CSR report on the
Company website annually since 2008. TSMC also provides
information to customers and investors upon request.
• Participation in an annual survey conducted by the nonprofit
Carbon Disclosure Project (CDP) since 2005. The survey
includes GHG emission and reduction information for all TSMC
fabs and subsidiaries.
• Adherence to the ISO 14064-1 standard to conduct a GHG
inventory and acquire verification by an accrediting agency
since 2006. TSMC also reports GHG inventory data to the
Taiwan Environmental Protection Administration (EPA) and the
Taiwan Semiconductor Industry Association (TSIA).
6.3.7 Other Risks
Potential Impact and Risks Associated with Sales of
Significant Numbers of Shares by TSMC’s Directors,
and/or Major Shareholders Who Own 10% or More of
TSMC’s Total Outstanding Shares
The value of TSMC shareholders’ investment may be reduced
by possible future sales of TSMC shares owned by major
shareholders.
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Corporate Social Responsibility
7.1 Overview
7
Since its establishment, TSMC has not only strived for the highest achievements in its core business of dedicated IC foundry services but
has also actively fulfilled its corporate social responsibility and developed positive relationships with all stakeholders including employees,
shareholders, customers, suppliers, and society to create a sustainable future and embrace “uplifting society” as its main vision.
Guidance for the Implementation of CSR
“TSMC Corporate Social Responsibility Policy” is TSMC’s overall guiding principle for sustainable development. Following the Company
vision of uplifting society, the three primary missions of TSMC are Acting with Integrity, Strengthening Environmental Protection, and
Caring for the Disadvantaged. Corporate Social Responsibility Policy is TSMC’s overall guiding principle for sustainable development.
The CSR matrix below clearly defines the scope of the Company’s responsibilities. The horizontal axis shows the seven areas where
TSMC aims to set a benchmark for sustainability: morality, business ethics, economy, rule of law, sustainability, work/life balance and
happiness, and philanthropy. On the vertical axis are actions that TSMC has taken to fulfill its responsibilities.
TSMC CSR Matrix
TSMC
Integrity
Law Compliance
Anti-Corruption
Anti-Bribery
Anti-Cronyism
Environmental Protection
Climate Control
Energy Conservation
Corporate Governance
Provide Well-Paying Jobs
Good Shareholder Return
Employees’ Work-Life Balance
Encourage Innovation
Good Work Environment
TSMC Charity Foundation
TSMC Education and Culture Foundation
Society
Morality
Business Ethics
Economy
Rule of Law
Sustainability
Work/Life
Balance
Happiness
Philanthropy
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
CSR Management
As the highest-level CSR decision-making center within TSMC, the Corporate Social Responsibility Committee is chaired by the CFO and
serves as a cross-departmental communication platform for corporate social responsibility of TSMC. The committee sets the Company’s
CSR targets and strategies for the year and meets each quarter to monitor the execution of budgets and performance by each
department to ensure the guiding principles are implemented effectively in the Company’s daily operations.
The Corporate Social Responsibility Committee reports annually to the Board of Directors on implementation results of the prior
year and the work planned for the upcoming year by adhering to the vision and mission of TSMC Corporate Social Responsibility
Policy. The committee is comprised of representatives from each functional department, including legal, customer service, materials
management, quality and reliability, research and development, risk management, finance, investor relations, operations, environment,
safety and health, human resources, the TSMC Education and Culture Foundation, the TSMC Charity Foundation, and public relations.
All departments collaborate to realize sustainability objectives of interest to stakeholders, namely employees, shareholders/investors,
customers, suppliers, government, society, and others.
115
In 2018, the committee focused on climate change mitigation and adaption. TSMC optimized energy consumption efficiency, launched
renewable energy adoption, and simultaneously strengthened responsible supply chain management by performing supplier risk
assessments and signing Supplier Code of Conduct. For social engagement, the TSMC Education and Culture Foundation and the
TSMC Charity Foundation also actively integrated internal and external resources provided by TSMC and its employees to enforce the
responsibility of a corporate citizen to achieve positive social impacts.
The CSR plan for 2019 calls for TSMC to focus on climate change initiatives, strengthen responsible supply chain management, and
integrate resources and strengths among divisions through the Corporate Social Responsibility Committee in order to continue aligning
the Company’s sustainability targets with the United Nations sustainability development goals (SDGs).
Stakeholder Engagement
TSMC has established multiple systematic channels to communicate with stakeholders, including a “Contact Us” section on the
corporate website and a CSR website, as well as a CSR mailbox. In order to understand the level of stakeholder interest in sustainability
issues, TSMC conducted three studies focused on identification, prioritization and validation with regard to these material issues.
In 2018, the TSMC Corporate Social Responsibility mailbox received 361 emails, subjects included corporate governance, innovation
and services, supply chain, green manufacturing, workplace, and social issues. Submissions were primarily regarding requests for
visits, questions on daily operations, feedback from the public, and proposals for donations and collaboration. By responding with
direct action from related departments and a timely reply from the Public Relations Department, the Company continues to support
communication and exchange as well as positive developments in society.
Stakeholders and Communication Channels in 2018
Stakeholders
Communication Channels
Employees
• Corporate intranet, internal emails and other announcement channels (such as promotion posters at facilities)
• Human resources representatives
• Employee training and classroom courses
• Regular and ad-hoc communication meetings, such as Manager Development Consulting Committee, Operations Engineer Training Committee, Manufacturing Department
Technical Committee, etc.
• Employee voice channels, such as Immediate Response System, Employee Opinion Box, Wellness Center, wellness website, each function’s PIP committee, Employee PIP
Opinion Dedicated Line, etc.
• Ombudsman System
• Audit Committee Whistleblower System
• EWC event questionnaire survey
Shareholders/Investors
• Annual shareholder meeting
• Quarterly earnings conference call
• Investor conferences and face-to-face meetings
• Telephone and email responses to investors' questions and feedback collection
• Annual reports, CSR reports, 20-F filings to US SEC, material announcements to Taiwan Stock Exchange, and corporate news on the Company's website
Customers
Suppliers
Government
Society
116
• Customer satisfaction survey
• Customer meetings
• Customer audits
• Business and technology assessment
• Email responses to the issues that customers are concerned about occasionally
• Supplier meetings
• Supplier onsite audits
• Supply Chain Management Forum
• Supply Chain ESH Forum
• Supplier Ethics Code Awareness Training
• Advanced Process Material Workshop
• Official correspondence and visits
• Industry experience and advice sharing
• Meetings (such as communication meetings, public hearings, forums, seminars or social gatherings)
• Communication with government authorities through industry organizations, including the Association of Science Park Industries, Taiwan Semiconductor Industry Association,
World Semiconductor Council, and Chinese National Federation of Industries
• Arts events in the communities
• Sponsorship of youth development events
• Sponsorship of charity projects and emergency aid
• Sponsorship of non-profit organizations to support educational projects
• Professorship endowments and student scholarships at universities
• Support of non-profit organizations and institutions via monetary and in-kind donation, as well as providing necessary manpower for a good cause
• Regular visits to National Museum of Science, Hsinchu Veterans Home, St. Teresa Children Center, Jacana Ecology Education Park, remote schools and TSMC ecological parks
to provide volunteer services
• Annual volunteer activities in collaboration with TSMC fabs and divisions
• TSMC corporate social responsibility website, newsletters and mailbox
Responsibilities of TSMC CSR Committee Members
Committee Members
Responsibilities
Legal
Corporate Governance, Code of Conduct, Legal Compliance (including fair competition, privacy and personal
information, and protection for whistle-blowers), Intellectual Property, Protection of Confidential Information
Stakeholders
Employees
Government
Society (Note)
Customer Service
Customers Service and Satisfaction, Customer Trust, Customer Confidentiality, RBA and its Code of Conduct
Customers
Materials Management
Materials and Supply Chain Risk Management, Supplier Management, Conflict Minerals, RBA and its Code of
Conduct
Quality and Reliability
Product Quality and Reliability, Product Recall Mechanism
Research and Development
Innovation Management, Green Products
Risk Management
Risk Management, Crisis Management, Emergency Response and Action Plan
Finance
Financial Disclosure, Dividend Policy, Tax Strategy
Investor Relations
Resolving Issues of Stakeholder Concern, Establishing Trusting Long-term Relationships, Effective Two-way
Communication, Annual Report Production
Operations
Operational Eco-efficiency, Pollution Prevention, Water Resource Risk Management, Green Manufacturing
Environment, Safety and Health
Environmental Policy and Management System, Climate Change Mitigation and Adaption, Pollution Prevention,
Energy Consumption Efficiency, Carbon Emissions and Carbon Rights Management, Product Environmental
Responsibility, Response Mechanism for Environmental Issues, Environmental Spending, Green Supply Chain, Policy
and Management Systems for Occupational Health and Safety, Workplace Health and Safety, Occupational Disease
Prevention and Health Promotion, Communication of ESH Regulations
Human Resources
Talent Attraction and Retention, Proprietary Information Protection, Employees’ Physical and Mental Well-Being
and Work-Life Balance, Labor-Management Relations and Employee Engagement, Labor Rights, Training and
Development, Mobility, RBA and its Code of Conduct
TSMC Education and Culture
Foundation, TSMC Charity
Foundation
Philanthropy, Community Relations
Public Relations
Stakeholder Engagement, Mechanism for Reflecting Issues of Social Concern, Media Relations
Note: Society includes community, non-governmental organizations, non-profit organizations, and the public.
Suppliers
Customers
Suppliers
Employees
Customers
Suppliers
Employees
Investors
Customers
Suppliers
Government
Society
Employees
Investors
Customers
Suppliers
Government
Investors
Customers
Investors
Suppliers
Employees
Investors
Customers
Suppliers
Government
Society
Employees
Society
Society
TSMC believes that enterprises and society are inseparable. As the only semiconductor company chosen for the Dow Jones Sustainability
World Indices over the past 18 consecutive years, TSMC is laying the foundation of an enterprise built to last and creating sustainable
value for the Company and society going forward by maintaining proactive communications and positive relationships with all
stakeholders in economic, environmental and social dimensions.
Built on the cornerstone of integrity, TSMC believes that customer trust is enhanced if the Company follows the law and values
corporate governance. Investors will be more willing to invest in the Company over the long-term if the Company maintains solid
financial performance and a sustainable dividend policy. Employees are TSMC’s most important asset and they have made a reciprocal
commitment to the Company to fulfill its core values. At TSMC’s urging, suppliers – both upstream and downstream – have been
devoting more resources to manufacturing processes and working together to build green factories and supply chains that are friendly
to the environment. TSMC combines the strengths that drive society forward, and hopes to build a better future together with the
engagement of all stakeholders.
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Organization
Awards and Recognitions
Category
Organization
Awards and Recognitions
Environment, Safety and
Health
U.S. Green Building Council Leadership in Energy and
Environmental Design (LEED) certification
• "Gold" class certification – Fab 12 P7 Manufacturing Facility, Fab 12 P7 Office Building, Fab 14 P7 Office Building,
Fab 15 P5 Manufacturing Facility, Fab 15 P6 Manufacturing Facility, Fab 16 P1 Manufacturing Facility
R.O.C. Ministry of the Interior “Ecology, Energy Saving, Waste
Reduction and Health (EEWH)” certification
• "Diamond" class of green building certification – Fab 15 P5 Manufacturing Facility
R.O.C. Ministry of Economic Affairs
• Green Factory Label – Fab 12 P1/P2, Fab 12 P3, Fab 14
• Excellence in Carbon Reduction Award – Fab 12A, Fab 12B, Fab 14B
• Water Conservation Award – Fab 15A
• Excellence in Energy Conservation and Carbon Reduction Award, Electronic Industry – Fab 14B
R.O.C. Ministry of Labor
• Excellence in Labor Safety and Hygiene Award – Fab 12B P6, Fab 14B, Fab 15A
R.O.C. Environmental Protection Administration
• Enterprise Green Procurement Award – Fab 2 and Fab 5, Fab 3, Fab 6, Fab 8, Fab 12A, Fab 12B, Fab 14A, Fab
14B, Advanced Backend Fab, Advanced Backend Fab 3
Hsinchu Science Park Administration
• Water Conservation Award – Advanced Backend Fab 3
Central Taiwan Science Park Administration
• Excellence in Labor Safety and Hygiene Award – Fab 15A
• Excellence in Waste Reduction and Resource Circulation Award – Fab 15
• Water Conservation Award – Fab 15A
Southern Taiwan Science Park Administration
• Excellence in Environmental Protection – Fab 14A
Hsinchu County Environmental Protection Bureau
• Enterprise Environmental Performance Evaluation – Fab 2 and Fab 5, Fab 3, Fab 12A, Fab 12B
Taichung City Economic Development Bureau
• Renewable Energy Promoting Contribution Award
Society
Forbes
Veterans Affairs Council
• World's Best Employers
• Certificate of Merit for Hiring Veterans
2018 CSR Awards, Recognitions and Ratings
Category
Overall CSR
Taiwan Institute of Sustainable Energy
Dow Jones Sustainability Indices (DJSI)
• The Most Prestigious Sustainability Awards – Top Ten Domestic Corporates
• Taiwan Top 50 Corporate Responsibility Report Awards – IT & IC Manufacturing Industry
• Dow Jones Sustainability World Index for the 18th consecutive year
• Dow Jones Sustainability Emerging Markets Index
MSCI ESG Indexes
FTSE4Good Index
Sustainalytics
ISS-oekom
Corporate Knights
National Taipei University College of Business
Economy, Governance
Institutional Investor Magazine
IR Magazine
IFI Claims
Thomson Reuters
FORTUNE
Global Finance
Nikkei
Taiwan Stock Exchange
R.O.C. Ministry of Economic Affairs
Intellectual Property Office
PricewaterhouseCoopers
China Credit Information Service
CommonWealth Magazine
Asiamoney
24/7 Wall Street
IPBC Asia
• MSCI ACWI ESG Leaders Index component
• MSCI ACWI SRI Index component
• FTSE4Good Emerging Index component
• FTSE4Good TIP Taiwan ESG Index component
• Rated an ESG “Leader” within the Semiconductor Industry
• “Prime” rated by ISS-oekom Corporate Rating
• Global 100 Most Sustainable Corporations
• Taiwan Sustainability Index component
• Most Honored Company (Technology/Semiconductors) – All-Asia
• Best CEO (Technology/Semiconductor) – 1st Place (buy-side and sell-side)- All-Asia
• Best CEO (Technology/Semiconductor) – 1st Place (buy-side)- All-Asia
• Best CEO (Technology/Semiconductor) – 1st Place (sell-side)- All-Asia
• Best CFO (Technology/Semiconductor) – 1st Place (buy-side and sell-side)- All-Asia
• Best CFO (Technology/Semiconductor) – 1st Place (buy-side)- All-Asia
• Best CFO (Technology/Semiconductor) – 1st Place (sell-side)- All-Asia
• Best Investor Relations Program (Technology/Semiconductor) – 1st Place (buy-side and sell-side)- All-Asia
• Best Investor Relations Program (Technology/Semiconductor) – 1st Place (buy-side)- All-Asia
• Best Investor Relations Program (Technology/Semiconductor) – 1st Place (sell-side)- All-Asia
• Best Investor Relations Professional (Technology/Semiconductor) – 1st Place (buy-side and sell-side)- All-Asia
• Best Investor Relations Professional (Technology/Semiconductor) – 1st Place (buy-side)- All-Asia
• Best Investor Relations Professional (Technology/Semiconductor) – 1st Place (sell-side)- All-Asia
• Best Corporate Governance (Technology/Semiconductor) – 1st Place (buy-side and sell-side)- All-Asia
• Best ESG/SRI Metrics (Technology/Semiconductor) – 1st Place (buy-side and sell-side)- All-Asia
• Best Analyst Days (Technology/Semiconductor) – 1st Place (buy-side and sell-side)- All-Asia
• Best Investor Relations (Awards by region/Taiwan)
• Best Crisis Management
• 2018 Top 50 US Patent Assignees
• Top 100 Global Technology Leaders
• Fortune Global 500
• Best Corporate FX Awards-Asia-Pacific
• Nikkei Asia 300 Indexes
• Top 5% in Corporate Governance Evaluation of Listed Companies for the 4th consecutive year
• TWSE Corporate Governance 100 Index component
• Ranked No. 1 in Top 100 Patent Applicants in Taiwan
• Global Top 100 Companies by market capitalization for the 6th consecutive year
• Ranked No. 1 in Profitability of Large Taiwan Companies
• Corporate Social Responsibility Award
• Overall Most Outstanding Company in Taiwan
• Most Outstanding Company in Taiwan – Semiconductors & Semiconductor Equipment Sector
• The World's 50 Most Innovative Companies
• Asia IP Elite – Semiconductor Team of the Year
(Continued)
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7.2 Environmental, Safety and Health (ESH)
Management
TSMC believes its environmental, safety and health practices
must not only meet legal requirements, but should also measure
up to or exceed recognized international best practices. TSMC’s
ESH policies aim to reach the goals of “zero incident” and
“environmental sustainable development,” and to make TSMC
a world-class company in environmental, safety and health
management. The Company’s strategies for reaching these goals
are to comply with regulations, promote safety and health,
strengthen recycling and pollution prevention, manage ESH risks,
instill an ESH culture, establish a green supply chain, and fulfill its
related corporate social responsibilities.
All TSMC manufacturing facilities have received ISO 14001: 2015
certification for environmental management systems and OHSAS
18001: 2007 certification for occupational safety and health
management systems. All fabs in Taiwan have also been TOSHMS
(Taiwan Occupational Safety and Health Management System)
certified since 2009.
TSMC strives for continuous improvement and actively seeks to
enhance climate-change management, pollution prevention and
control, power and resource conservation, waste reduction and
recycling, safety and health management, fire and explosion
prevention as well as to minimize the impact of earthquake
damage, so as to reduce overall environmental, safety and health
risks.
In order to meet regulatory and customer needs for the
management of hazardous materials, TSMC adopted the
IECQ QC 080000 Hazardous Substance Process Management
(HSPM) System. All TSMC manufacturing facilities have been QC
080000 certified since 2007. By practicing QC 080000, TSMC
ensures that its products comply with regulatory and customer
requirements, including the European Union’s “Restriction of
Hazardous Substances (RoHS) Directive,” the EU’s “Registration,
Evaluation, Authorization and Restriction of Chemicals (REACH),”
the “Montreal Protocol on Substances that Deplete the Ozone
Layer” (the “halogen-free in electronic products” initiative),
Perfluorooctane Sulfonates (PFOS), Perfluorooctanoic Acid (PFOA)
and its related substances restriction standards. In addition,
TSMC started a reduction project for the hazardous substance
n-methylpyrrolidinone (NMP). This project reduced NMP usage
by 48% in 2018 and will be continued to promote further
reduction.
Since 2011, TSMC has adopted the ISO 50001 Energy
Management System for the continuous improvement of energy
conservation. TSMC’s Fab 12 Phase 4 data center is Taiwan’s
first facility to earn the ISO 50001 certification for a high-density
computing data center. As of 2016, TSMC has three fabs – Fab
12 Phase 4/5/6, Fab 14 Phase 3/4 and Fab 15 – that earned ISO
50001 certifications. Other TSMC fabs also implement energy
management measures consistent with ISO 50001. Furthermore,
TSMC plans to earn the ISO 50001 certification for all fabs from
the third party by the end of 2019.
In order to establish the healthiest workplace possible, in 2017
TSMC formed a corporate-level health promotion committee, led
by vice president management level. The committee members
include site directors, safety and health department managers,
wellness, HR and legal affairs representatives as well as invited
external experts to discuss the potential risks of occupational
diseases in semiconductor manufacturing process and develop
occupational disease preventive plans. To mitigate health risks
to employees, suppliers, and contractors in the workplace,
TSMC has adopted rigorous safety and health control measures
to prevent occupational injuries and diseases and promote
employee safety and mental health.
To mitigate the supply chain risk and fulfill corporate social
responsibility, TSMC not only does its best to manage ESH but
also strives to improve ESH performance of its suppliers and
contractors through audits and counselling.
TSMC uses priority work management and self-management
to govern work performed by contractors. The Company
requires contractors performing level-one high-risk operations
to complete certification for technicians and to establish their
own OHSAS 18001 safety and health management system.
This promotion of self-management is aimed at increasing the
sense of responsibility of TSMC’s contractors, with the goal of
promoting safety awareness and technical improvement for
all contractors in the industry. For onsite contractor personnel,
TSMC standardizes safety and health training courses and
increases their frequency every year, with the aim of improving
training effectiveness and safety awareness. To facilitate the
program and mitigate onsite operational risks, TSMC also
establishes a two-way electronic communication platform that
enables instant requirements delivery.
TSMC collaborates with suppliers to improve the sustainability of
the Company’s supply chain regarding ESH-related issues such as
environmental protection, safety and hygiene code compliance,
hazardous substance management, fire protection, and natural
disaster mitigation. TSMC not only performs ESH audits at its
suppliers’ manufacturing sites but also proactively assists them
with improving ESH performance.
In addition, TSMC also monitors potential climate-change related
risks in the supply chain. The Company requests that suppliers
conduct carbon emissions inventory and encourages them to
implement measures to save energy, reduce carbon emissions,
conserve water and reduce waste.
In recent years, TSMC suppliers’ performance on pollution
control and safety management has made good progress in
procedure establishment and implementation. To take a step
further, the Company gives greater attention to occupational
hygiene issues directly related to labor health. Since 2017,
TSMC and the Ministry of Labor Occupational Safety and Health
Administration (OHSA) have jointly launched the “Semiconductor
Supply Chain Safety and Health Promotion Project.” TSMC invited
suppliers to participate in the project. As engaged by OSHA, a
professional team has taken on the responsibility of providing
consultation through document review and onsite inspection
to participating suppliers on management procedures and
hardware setup in order to improve the working environment
and labor health management.
7.2.1 Environmental Protection
Greenhouse Gas (GHG) Emission Reduction
TSMC actively participates in the World Semiconductor
Council (WSC) in its efforts to set up a global voluntary PFC
(perfluorinated compounds) emissions reduction goal for the
2011 to 2020, and has incorporated past experience to develop
best practices. The implementation of best practices has been
adopted by the WSC as a major element of the 2020 goal. In
2013, in accordance with the “EPA Early Actions for Carbon
Credit of Greenhouse Gases Reduction” regulation, TSMC
applied for the recognition of greenhouse reduction from 2005
to 2011, and received 5.28 million tons of carbon dioxide credits
in 2015. Those carbon credits can be used to offset greenhouse
gas emissions of new manufacturing facilities regulated by
Environmental Impact Assessment (EIA) Act, which can mitigate
climate-change risk and support the Company’s sustainable
operations.
Since 2005, TSMC has completed the GHG (Greenhouse G as)
inventory program and taken a complete inventory of its GHG
emissions to gain ISO 14064 certification. The inventory shows
that the major direct GHG emissions are PFCs, which are widely
used in the semiconductor manufacturing process. The primary
indirect GHG emission is electricity consumption. The analysis
of the inventory data is not only to meet domestic regulatory
reporting requirements but also to serve as a baseline reference
for TSMC’s strategy to reduce GHG emissions.
In response to the commitment of global climate summit
“Paris Agreement” and the Republic of China “Greenhouse
Gas Reduction and Management Act” promulgated in 2015,
TSMC initiated a cross-functional platform for corporate carbon
management in 2016. The three focuses of this platform are
legal compliance, carbon emission reduction, and carbon credit
acquisition. In addition to participating in official regulatory
consultation and communications meetings, TSMC also sets
short-, medium- and long-term reduction targets through the
“Energy and Carbon Reduction Committee” led by vice president
of operations, which are carried out by energy and carbon
reduction teams of individual fabs, as the Company continues
to strengthen climate mitigation and adaption. Because more
than 70% of TSMC’s GHG emissions come from electricity
consumption, TSMC always emphasizes energy saving and
carbon reduction initiatives. TSMC has not only adopted energy-
conserving designs in its manufacturing fabs and offices, but has
also continuously improved the energy efficiency of its facilities
during operation. These efforts simultaneously reduce both
carbon dioxide gas emissions and costs. TSMC has accumulated
900 million kilowatt hours (kWh) power conservation since 2016.
Since 2015, TSMC has actively participated in the Republic of
China Ministry of Economic Affairs’ voluntary “Green Power
Purchasing Program.” for three consecutive years. During this
time, TSMC was the largest green power purchaser in Taiwan,
purchasing 400 million kilowatt hours (kWh) of green power.
Although the Taiwan Power Company has stopped selling
green power since 2018, TSMC still aggressively negotiates the
purchase of renewable energy with renewable energy suppliers
in Taiwan, and is committed to using 20% renewable energy in
newly constructed fabs in the future. Since 2018, the overseas
manufacturing fabs and offices purchased renewable energy and
carbon credits to offset all carbon emissions caused by power
consumption. This is a clear manifestation of the Company’s
active support of the United Nations Sustainable Development
Goals (SDGs).
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Air and Water Pollution Control
The Company has installed effective air and water pollution
control equipment in each wafer fab to meet regulatory
emissions standards. In addition, TSMC maintains backup
pollution control systems, including emergency power supplies,
to lower the risk of pollutant emissions in the event of equipment
failure. TSMC centrally monitors the operations of its air and
water pollution control equipment around the clock and treats
system effectiveness as an important tracking item to ensure the
quality of emitted air and discharged water.
To make the most effective use of Taiwan’s limited water
resources, all TSMC fabs strive to increase water reclamation
rates by adjusting the water usage of manufacturing equipment
and improving wastewater reclamation systems. All fabs meet
or exceed the process water reclamation rate standard of the
Science Park Administration. Some fabs are able to reclaim more
than 90% of process water, outperforming most semiconductor
fabs around the world. TSMC also makes every effort to reduce
non-manufacturing-related water consumption, including
water used in air conditioning systems, sanitary facilities,
cleaning and landscaping activities and kitchens. TSMC uses an
intranet website to collect and measure water recycling volumes
company-wide.
Since water resources are inherently local, TSMC shares its water
saving experiences with other semiconductor companies through
the Association of Science-Based Industrial Park to promote
water conservation in order to achieve the Science Park’s goals
and ensure a long-term balance of supply and demand. In
addition, TSMC has committed to use partial reclaimed water
in newly constructed fabs in the future in order to further reuse
water resource and support the government policy for reclaimed
water promotion.
Waste Management and Recycling
The Company has a designated unit responsible for waste
recycling and disposal. To meet the goal of sustainable resource
utilization, TSMC’s priorities are: (1) process waste reduction, (2)
onsite regeneration and reuse, and (3) offsite recycling. The last
option consists of treatment or disposal. To achieve raw material
reduction, resource recycling and the goal of zero waste,
for example, TSMC built an in-house waste sulfuric acid pre-
treatment system, as electronic grade sulfuric acid can be used
as a waste water treatment agent after the wafer fabrication
process. In order to track waste flow and ensure that all waste
is treated or recycled legally and properly, TSMC carefully selects
waste disposal and recycling contractors. All recycling contractors
must report their recycled product sales monthly. TSMC performs
regular onsite audits to check factory status and review the
reported data with actual reuse and recycling data to assure
recycled product flows downstream properly. TSMC also takes
proactive steps to strengthen vendor auditing effectiveness. For
example, all waste transportation contractors were asked and
agreed to join the “GPS Satellite Fleet” so that all the cleanup
transportation routes and abnormal stays for all trucks can be
traced. In addition, all waste recycling and treatment vendors
have installed closed-circuit TV systems at operating sites to
monitor and audit the waste handling. Meanwhile, TSMC also
conducts an ongoing survey of recycling product tracking. These
actions were taken to ensure lawful and proper waste recycling
and treatment.
In 2018, TSMC’s fabs in Taiwan achieved a 95% waste recycling
rate for the tenth consecutive year, with a landfill rate below
1% for the ninth consecutive year. Also during the year, TSMC
amended its articles of incorporation to add four business items
for chemical materials to ensure waste flow and reduce risks of
improper waste disposal by commissioned agencies. TSMC also
set up onsite resource activation facilities to regenerate waste
resources produced from process activities into products to be
used onsite or to sell to other factories. As a result, TSMC has
become a leading company in waste resources regeneration.
In 2018, TSMC extended its capacity to regenerate used
copper sulfate into copper tubes and took the further step of
collaborating with raw material suppliers to produce electronic
grade copper anodes using copper tubes regenerated in the
TSMC manufacturing process. In addition, in order to achieve
the target of “reclaiming all ammonia”, TSMC has built the first
ammonium sulfate drying system, which successfully converted
biologically toxic ammonia wastewater into industrial grade
ammonium sulfate as valuable recycled products for sale.
Environmental Accounting
The purpose of TSMC’s environmental accounting system
is to identify and calculate environmental costs for internal
management. At the same time, the Company can also evaluate
the savings or economic benefits of environmental protection
programs so as to promote economically-effective programs.
While environmental expenses are expected to continue
growing, environmental accounting can help TSMC manage
these costs more effectively. TSMC’s environmental accounting
measures various environmental costs, establishes independent
environmental account codes, and provides these to all units
for use in annual budgeting. The Company’s economic benefit
evaluation calculates cost savings for reduction of energy, water
or waste and benefits from waste recycling in accordance with
its environmental protection programs.
The environmental benefits disclosed in this report include real income from projects such as waste recycling and savings from major
environmental projects. In 2018, 667 environmental projects of TSMC fabs were completed and the total benefits, including waste
recycling, were more than NT$1,500 million.
2018 Environmental Cost of TSMC Fabs in Taiwan
Unit: NT$ thousands
Classification
Description
1. Direct Costs for Reducing Environmental Impact
(1) Pollution Control
Fees for air pollution control, water pollution control, and others
(2) Resource Conservation
Costs for resource (e.g. water) conservation
(3) Industrial Waste Disposal and Recycling
Costs for waste treatment (including recycling, incineration and landfill)
2. Indirect Cost for Reducing Environmental Impact
(Environmental Managerial Costs)
(1) Cost of training (2) Environmental management system and certification expenditures (3)
Environmental impact measurement and monitoring fees (4) Environmental protection product costs
(5) Environmental protection organization fees
3. Other Environmental Costs
Total
(1) Costs for soil decontamination and natural environment remediation (2) Environmental damage
insurance fees and environmental taxes and expenses (3) Costs related to environmental settlement,
compensations, penalties and lawsuits
Expense
Investment
5,556,000
-
2,266,000
265,000
3,881,000
6,042,000
-
158,000
-
-
8,087,000
10,081,000
2018 Environmental Efficiency of TSMC Fabs in Taiwan
Unit: NT$ thousands
Category
Description
1. Cost Savings of Environmental Protection Projects
Energy savings: completed 433 projects
Water savings: completed 11 projects
Waste reduction: completed 223 projects
2. Real Income from Industrial Waste Recycling
Recycling of used chemicals, wafers, sputter targets, batteries, lamps, packaging materials, paper cardboard, metals, plastics, and
other waste
Total
Efficiency
750,000
16,300
354,000
388,405
1,508,705
Green Building and Green Factory
Since 2006, TSMC has adopted standards from both the Taiwan “Green Building” and the evaluation of the U.S. Green Building Council
– Leadership in Energy and Environmental Design (LEED) for new fab and office building designs to achieve better energy and resource
efficiency than conventional designs. During this time, TSMC has also continued to upgrade existing office buildings to comply with
the LEED standard each year. From 2008 to 2018, 30 of TSMC’s fabs and office buildings have achieved LEED certifications (3 platinum
and 27 gold). Meanwhile, TSMC also received 5 Taiwan Intelligent Building diamond-class certifications and 21 Taiwan EEWH (ecology,
energy saving, waste reduction and health) certifications (18 diamond, 2 gold and 1 silver).
TSMC believes that more manufacturing companies should convert their facilities into green factories to improve the environment and
lower construction costs. Therefore, the Company freely shares its practical experience with industry, government and academia. As of
the end of 2018, 12,545 visitors from more than 330 different industrial, government, academic and general community groups had
contacted TSMC to have communication for the Company’s green building technology and practical experiences. Since 2009, TSMC has
led the industry in support of the Taiwan government’s “Green Factory Label” standard which includes “Clean Production Evaluation
System” and “Factory Green Building Evaluation System.” TSMC received Taiwan’s first “Green Factory Label” and 12 labels in total as of
the end of 2018, and was the most awarded company in Taiwan.
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7.2.2 Sustainable Products
TSMC collaborates with its upstream material and equipment
suppliers, design ecosystem partners and downstream assembly
and testing service providers to minimize environmental impact.
Reducing the resources and energy consumed for each unit of
production allows the Company to provide customers with more
advanced, power efficient and ecologically sound products,
such as ultra-low power chips for narrowband IoT, low Vdd
(low operating voltage) chips for wearables and IoT devices,
low-power chips for mobile devices, high-efficiency LED driver
chips for flat panel display backlighting, indoor/outdoor solid
state LED lighting, “Energy Star” certified low standby AC-DC
adaptors chips, high-efficiency DC brushless motor chips, electric
vehicle chips, and low-power server chips, etc. By leveraging
TSMC’s superior energy-efficient technologies, these chips
support sustainable city infrastructure, greener vehicles, smart
grids, more energy efficient servers and data centers, and other
applications. In addition to helping customers design low-power,
high performance products to reduce resource consumption over
the product’s life cycle, TSMC’s green manufacturing practices
provide further green value to customers and other stakeholders.
TSMC-manufactured ICs are used in a broad variety of
applications covering various segments of the computer,
communications, consumer, industrial, electric vehicle, server
and data center, and other electronics markets. Through TSMC’s
manufacturing technologies, customers’ designs are realized
and their products are incorporated into people’s lives. These
chips, therefore, make significant contributions to the progress
of modern society. TSMC works hard to achieve profitable
growth while providing products that add environmental
and social value. Listed below are several examples of how
TSMC-manufactured products significantly contribute to the
environment and society.
Environmental Contribution by TSMC Foundry Services
1. Continue to Drive Technology to Lower Power
Consumption and Save Resources
• To improve sustainability, TSMC continues to drive the
development of advanced semiconductor process technologies
to support customer designs that result in the most advanced,
energy-saving and environmentally friendly products. In
each new technology generation, circuitry line widths shrink,
making transistors smaller and reducing product power
consumption for completing the same tasks or achieving the
same level of performance.
• As TSMC quickly ramped up its 28nm and newer generation
technologies, the combined wafer revenue contribution grew
significantly from 12% in 2012 to 63% in 2018. TSMC’s
objective is to continue R&D investments and to increase the
wafer revenue contribution in 28nm and beyond technologies,
helping the Company achieve both profitable growth and
sustainability.
TSMC Wafer Revenue Contribution from 28nm and
Beyond Technologies
2014
42%
2015
48%
2016
54%
2017
58%
2018
63%
Chip Die Size Cross-Technology Comparison
Die size is shrinking as line width shrinks
1
0.48
0.25
0.11
0.063
0.047
0.035
55nm
40nm
28nm
16FFC/
12FFC
10nm
7nm
5nm
Note: The logic chip/SRAM/IO (Input/Output) ratio, which affects die size and power consumption,
was re-aligned.
Chip Total Power Consumption Cross-Technology
Comparison
More power is saved as line width shrinks
1
0.6
0.3
0.07
0.056
0.034
0.022
N55LP
(1.2V)
N40LP
(1.1V)
N28HPM
(0.9V)
16FFC/
12FFC
(0.8V)
10nm
(0.75V)
7nm
(0.75V)
5nm
(0.75V)
Note: The logic chip/SRAM/IO (Input/Output) ratio, which affects die size and power consumption,
was re-aligned.
and raw materials consumed for per unit in manufacturing.
In addition, the Company continuously provides process
simplification and new design methodology based on its
manufacturing excellence to help customers reduce design
and process waste so as to produce more advanced, energy-
saving and environmentally-friendly products. For total energy
savings and benefits realized in 2018 through TSMC’s green
manufacturing, see Environmental Accounting on page 122 in
this annual report.
Social Contribution by TSMC Foundry Services
1. Unleash Customers’ Mobile and Wireless Chip
Innovations that Enhance Mobility and Convenience
• The rapid growth of smartphones and tablets in recent years
reflects strong demand for mobile devices, which, in turn,
offer remarkable convenience. TSMC contributes significant
value to these devices in the following ways: (1) new TSMC
process technologies help chips achieve faster computing
speed in smaller die areas, leading to smaller form factors for
these electronic devices. In addition, TSMC SoC technology
integrates more functions into one chip, reducing the total
number of chips in electronic devices, again resulting in a
smaller system form factor; (2) new TSMC process technologies
also help chips reduce power consumption, allowing mobile
devices to be used for a longer period of time; and (3)
TSMC helps spread the growth of more convenient wireless
connectivity such as 3G/4G and WLAN/Bluetooth, meaning
people can communicate more efficiently and “work anytime
and anywhere,” significantly increasing the mobility of modern
society.
• Mobile computing related segments represented 46% of
TSMC wafer revenue in 2018 and included products such as
baseband, RF transceivers, application processors (AP), wireless
local area networks (WLAN), CMOS image sensors, near field
communication (NFC), Bluetooth, and global positioning
systems (GPS) among others.
TSMC Wafer Revenue Contribution from Mobile
Computing Related Products
2014
48%
2015
51%
2016
52%
2017
50%
2018
46%
2. Provide Customers Leading Power Management IC
Process with the Highest Efficiency
• TSMC’s leading manufacturing technology helps customers
design and produce green products. Power Management ICs,
the key components that supply and regulate power to all
other IC components within electronic devices, are the most
notable green IC products. TSMC helps customers produce
industry-leading power management chips with more stable
and efficient power supplies and lower energy consumption.
• In 2018, more than 2.6 million 8-inch equivalent wafers using
TSMC’s HV/Power technologies were shipped to customers.
Power Management ICs manufactured by TSMC are widely
used in computer, communication, consumer, electric vehicle,
server and data center, and other systems around the globe.
HV/Power Technologies Shipments
Unit: 8-inch equivalent wafer
2014
2015
2016
2017
2018
>1,800K
>2,000K
>2,100K
>2,500K
>2,600K
3. Drive Industry-leading, Comprehensive Ultra-low
Power (ULP) Technology Platform
• To meet low-power consumption requirements for the
wearable and IoT markets, TSMC continues to invest in
expanding and enhancing its ultra-low power processes.
TSMC provides industry’s leading and comprehensive ultra-
low power (ULP) technology platform to support innovations
for a wide range of IoT applications that demand increased
computing in smart edge devices, including smart speakers,
smart cameras, wearables, and various smart appliances.
TSMC’s industry-leading offerings, including 55nm ULP, 40nm
ULP, 28nm ULP, 22nm ULP/ULL (ultra-low leakage), have
been widely adopted by various IoT customers. TSMC further
extends its low Vdd (low operating voltage) offerings for
extremely low power applications. In 2018, TSMC continued to
develop 22nm low Vdd solutions to enable more advanced IoT
products, including IoT WiFi and BLE (Bluetooth low energy)
connectivity products.
4. Develop Greener Manufacturing to Lower Energy
Consumption
• TSMC continues to develop more advanced and efficient
technologies to reduce energy/resource consumption and
pollution per unit during the manufacturing process as well
as power consumption and pollution during product use.
In each new technology generation, circuitry line widths
shrink, making circuits smaller and lowering the energy
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2. Unleash Customers’ CIS (CMOS image sensor) and
MEMS (Micro-electromechanical Systems) Innovations
that Enhance Human Health and Safety
• TSMC continues to enhance or develop innovative CIS and
MEMS technologies, which are extended from traditional
sensing to machine sensing, such as NIR (near infrared),
ultrasound, and micro-actuators. These new technologies can
support more product applications, ranging from smartphones
and consumer electronics to automotive and health services.
By combining advantages of traditional sensing and
machine sensing, new products using TSMC CIS and MEMS
technologies can be made smaller and faster, consume less
power, and greatly enhance human convenience, health, and
safety. For instance, TSMC customers’ CIS and MEMS products
are used in a number of advanced medical treatments as well
as in preventative health care applications. Examples include
early warning systems to minimize the injury from falls for the
elderly, systems to detect physiological changes, car safety
systems and other applications that significantly improve
human health and safety.
7.2.3 Safety and Health
Safety and Health Management
TSMC’s safety and health management is built on the framework
of the OHSAS 18001 system and adheres to the management
approach of “Plan, Do, Check, Act” to prevent accidents,
promote employee safety and health and protect Company
assets. All TSMC fabs in Taiwan have also received TOSHMS
(Taiwan Occupational Safety and Health Management System)
certification.
Besides accident prevention, TSMC has established emergency
response procedures to protect employees and contractors if
a disaster should occur, as well as to prevent and/or reduce
the negative impact on society and the environment. TSMC
continually communicates with its suppliers to ensure that
potential risk in the operation of production equipment is
minimized, and rigorously follows safety control procedures
when installing production equipment. The Company places
stringent controls on high-risk operations and also evaluates the
seismic tolerance of its facilities and equipment to reduce the risk
of earthquake damage.
For epidemics, TSMC has established corporate-level prevention
committees and procedures for emergency response to
outbreaks of infectious diseases.
Working Environment and Employee Safety and Health
Protection
TSMC’s ESH policy is focused on establishing a safe working
environment, preventing occupational injury and illness, keeping
employees healthy, enhancing every employee’s awareness and
sense of accountability to ESH, and building an ESH culture.
TSMC safety and health management operations apply to:
• Equipment Safety and Health Management
In addition to meeting regulatory requirements and internal
standards, as well as mitigating ESH-related risks when building
or upgrading facilities, TSMC also maintains procedures governing
new equipment and raw materials, requires safety approvals for
bringing new tools online, updates safety rules, and implements
seismic protection and other safety measures.
TSMC requires that all new tools meet SEMI-S8 requirements and
that appropriate supplementary control measures be taken to
reduce ergonomic risk. Moreover, TSMC endeavors to automate
300mm front-opening unified pod (FOUP) transportation to
prevent accumulative physical damage caused by repetitive
manual handling of 300mm FOUPs. TSMC 300mm fabs have
completed automatic transportation control.
• Environmental, Safety and Health Evaluation of New
Tools and New Chemical Substances
As a technology leader in the global semiconductor industry,
TSMC operates more and more diversified process tools and
introduces new chemicals in the R&D stage. Before using those
new tools and new chemicals, they are reviewed carefully by the
New Tools and New Chemical Review Committee. The purpose is
to ensure that new tools are compliant with the semiconductor
industry’s safety standards (such as SEMI S2) and that new
chemicals’ environmental, safety and health concerns can be well
controlled, including engineering controls, application of personal
protection equipment, and operational safety training during
storage, transportation, usage and disposal.
• General Safety Management, Training and Audit
All TSMC manufacturing facilities hold environmental, safety
and health committee meetings on a monthly basis. TSMC has
adopted multiple preventive measures such as controls on high-
risk work, contractor management, chemical safety management,
personal protective equipment requirements, and safety audit
management. In addition, the Company maintains detailed
disaster response procedures and performs regular drills designed
to minimize harm to employees and property, as well as the
impact on society and the environment in the event of a disaster.
• Working Environment Hazardous Factors Management
TSMC conducts workplace hazard assessments to provide a
comfortable and safe workplace to employees. TSMC also
educates and requires employees to use personal protective
equipment (PPE) to prevent hazardous exposures.
TSMC performs semi-annual workplace environment
assessments of physical and chemical hazards, including CO2
concentration, illumination, noise, and hazardous chemical
substances regulated by local laws. In addition, the Company
has performed exposure assessments and has used hierarchy
management control for chemicals with potential health hazards
since 2015. If abnormal measurements or events happen or
an exposure assessment indicates there is an adverse health
effect for employees, ESH professionals immediately conduct
onsite observation and interventions to reduce the exposure to
acceptable levels.
• Health Promotion Program
In order to establish the healthiest possible workplace and
prevent from occurrence of occupational disease, TSMC formed
a corporate-level committee to execute health promotion
programs covering three scopes:
(1) Exposure and health risk assessment: develop an exposure
assessment system to identify high health risk employees.
(2) Hazardous training and notification: use standardized
training materials for employees and contractors in all
TSMC fabs. Inform them of the health risks and prevention
measures at the workplace before working or providing any
services there.
(3) Strengthen management of high health concerned chemicals:
sample raw materials used in the manufacturing process
to confirm that they do not contain any carcinogenic,
mutagenic or toxic-reproductive materials. Inform suppliers
that all materials they provide to TSMC must comply with
applicable laws including clear disclosure of any hazardous
substances.
• Emergency Response
The planning and execution of an effective emergency response
should identify potential high-risk events via risk assessment and
be prepared for various scenarios. It should focus on continuous
improvement and practice drills covering all potentially serious
events. TSMC’s emergency response plans include procedures
for rapid-response crisis management and disaster recovery to
potential incidents.
All TSMC fabs conduct major annual emergency response
exercises and evacuation drills. TSMC’s onsite service contractors
are required to participate in emergency response planning and
exercises to ensure cooperation in handling accidents and to
effectively minimize any damage caused by disasters. At least
every two years, each fab director invites fab management and
support functions to participate in crisis management drills
for potentially high-risk events such as earthquake, fire and
flood (Tainan site). Beginning in 2018, TSMC has conducted
complex type accident emergency response drills which include
earthquakes, fire and chemical spills scenarios simultaneously to
insure emergency response capability can handle a real disaster if
it happened and keep losses to a minimum.
In addition to the regular emergency response drills held
by engineering and facilities departments each quarter, the
Company’s laboratory, canteen, dormitory, and shuttle bus
personnel also hold emergency response drills to prepare for
events such as earthquakes, chemical spills, ammonia release,
fires and traffic accidents.
• Emerging Infectious Disease Response
TSMC has a dedicated corporate ESH organization to monitor
emerging infectious diseases around the world, to assess
any potential impact on the workplace, and to provide an
appropriate strategic response plan. In previous outbreaks (such
as SARS in 2003 and the H1N1 influenza outbreak in 2009),
TSMC convened the corporate influenza response committee
to develop the Company’s strategies. These strategies included
educating employees in prevention and response, publishing
guidelines for managers, establishing guidelines for employee
sick leave due to flu, and installing alcohol-based hand sanitizers
at appropriate locations. The Committee also monitors the status
of employee leave due to illness and, at the same time, develops
a continuity plan to address manpower shortages and minimize
business impact.
• Employee Physical and Mental Health Enhancement
TSMC believes that employees’ physical and mental health is not
only fundamental to maintaining normal business operations but
also part of a corporation’s responsibility. To protect and promote
employee physical and mental health, TSMC fosters collaboration
among the onsite industrial safety and environmental protection
department, onsite medical personnel of the health center, and
physicians of occupational medicine. TSMC strives to reduce
cerebral and cardiovascular disease that might be induced or
aggravated by overwork, night work or shift work. The Company
conducts maternal health protection programs and prevention
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of cumulative trauma disorders as well. TSMC devotes significant
resources to mental health awareness and related activities,
which not only protect employees from hazards at work but also
proactively promote employee health in general. In 2018, through
planned personal health management, (1) 809 female employees
participated in the maternal health program, the completion
rate was 100%. 808 of them were at the first degree risk (there
was no harm to the mother, infant, and baby). Only 1 employee,
who were was unstable at the late stage of pregnancy, were
at was reorganized into the second degree risk (possible harm
to the mother, infant, and baby), we assisted her adjusted job
content to and she smoothly give gave the birth afterward. (2)
306 employees were identified from annual health examination to
be in a middle to high risk group for cerebral and cardiovascular
diseases, we provide them health education, medical assistance,
and 13 of them had been restricted their overtime to reduce risk.
(3) 125 employees were in a high risk group for cumulative trauma
disorders, 1 of them were assisted to adjust their job content
to avoid possible risk from work. For seven consecutive years,
TSMC has held a series of physical and mental health activities.
During this time, 1,000 employees have joined the weight-control
program, losing a total of 2,888 kilograms collectively and 271
attendees completed the stair climbing program to improve
quality of life. Those employees who had joined both activities of
weight-control and stair climbing showed better improvement in
weight, waist circumference, liver function and cholesterol levels.
Supplier and Contractor Management
• Management Aspect
As a means of enhancing supply chain management, TSMC
is committed to communicating with and encouraging
its contractors and suppliers to improve their quality, cost
effectiveness, delivery performance and sustainability on
environmental protection, safety and health. Through regular
communication with senior managers, site audits and experience
sharing, TSMC collaborates with major suppliers and contractors
to enhance partnerships and ensure continual improvement for
better performance and increased joint contributions to society.
As noted above, contractors performing high-risk activities
must lay out clearly defined safety precautions and preventative
measures. In addition, contractors working on high-risk
engineering projects must establish OHSAS 18001 or ISO 45001
systems and the workers must successfully complete work skill
training.
• Supply Chain Sustainability
TSMC works with suppliers in several fields of sustainable
development, such as greening the supply chain, carbon
management for climate change, mitigation of fire risk, ESH
management and business continuity plans in the event of a
natural disaster.
Since becoming a full member of the Responsible Business
Alliance (RBA) in 2015, TSMC has completed the adoption
of the RBA code of conduct throughout the Company by
performing self-assessments at its facilities worldwide and
reviewing policies and procedures in the areas of labor, health
and safety, environment, ethics, and management systems.
To enhance supply chain sustainability and streamline risk
management, TSMC is committed to collaborating with
its suppliers to maintain full compliance with Taiwan’s
environment, safety, health and fire protection regulations.
In 2018, TSMC developed a supplier’s code of conduct,
which affirmed basic labor rights and standards for health,
safety, environment, ethics and management systems. TSMC
works with suppliers to inspect the risk and performance
on the aspects of economy, environment, and society and
make continuous improvement. The Company has upgraded
suppliers’ performance of sustainability through experience
sharing and training and hopes to establish a world-class
semiconductor supply chain that exceeds international standards
and serves as a global benchmark.
TSMC is subject to the U.S. Securities & Exchange Commission
(SEC) disclosure rule on conflict minerals released under Rule
13p-1 of the U.S. Securities Exchange Act of 1934. As a
recognized global leader in the high-tech supply chain, the
Company acknowledges its corporate social responsibility to
strive to procure conflict-free minerals in an effort to recognize
humanitarian and ethical social principles that protect the
dignity of all people. To this end, TSMC has implemented a
series of compliance safeguards in accordance with leading
industry practices such as adopting the due diligence framework
in the OECD’s Model Supply Chain Policy for a Responsible
Global Supply Chain of Minerals from Conflict-Affected and
High Risk Areas issued in 2011.
TSMC is one of the strongest supporters of the Responsible
Business Alliance and the Global e-Sustainability Initiative (GeSI),
which will help the Company’s suppliers source conflict-free
minerals through their jointly developed Responsible Minerals
Initiative (RMI). Since 2011, TSMC has asked its suppliers to
disclose information and make timely updates on smelters and
mines. The Company encourages suppliers to source minerals
from facilities or smelters that have received a “conflict-free”
designation by a recognized industry group (such as the RBA)
and also requires those who have not received such designation
to become compliant with Responsible Minerals Initiative or
an equivalent third-party audit program. TSMC requires the
use of tantalum, tin, tungsten and gold in its products that are
conflict-free.
TSMC will continue to conduct the supplier survey annually and
require suppliers to improve and expand their disclosure to fulfill
regulatory and customer requirements. For further information,
see the Company’s Form SD filed with the U.S. SEC. (https://
www.tsmc.com/english/investorRelations/sec_filings.htm)
7.3 TSMC Education and Culture Foundation
The TSMC Education and Culture Foundation, led by TSMC board
director F.C. Tseng, who serves as the foundation’s chairman,
was established in 1998 to make CSR contributions. In 2018, to
fulfill TSMC’s social responsibility, this foundation contributed
over NT$76.81 million to its three engagements: caring about
the educational disadvantaged, supporting youth with multiple
educational platforms, and promoting arts and culture.
Collaboration with Educational Partners
Narrowing Educational Gap between Cities and Rural
Regions
Narrowing the educational gap between cities and rural regions
is a major focus of the TSMC Education and Culture Foundation
and the reason for its collaborations with several public and
private educational institutions. In 2018, the foundation
sponsored nearly NT$13 million to commit to multiple
educational programs in response to the needs of different
communities.
To facilitate a reading culture in rural areas, the TSMC Education
and Culture Foundation became the initial philanthropy partner
of Hope Reading of the CommonWealth Foundation, and has
been donating 100 books to each of 200 junior high schools and
primary schools in Taiwan’s remote townships every year since
2004. As a result, more than 280,000 children have benefited
from over 250,000 donated books. Adapting to the digital era,
beginning in 2016 the foundation further sponsored Hope
Reading 2.0 with NT$6 million in three years, to encourage
reading by e-learning systems. As of the end of the fall semester
2018, the average reading quantity of participant students has
grown from 19 to 90 per year.
To help economically disadvantaged students lighten their
burden and enable them to focus on their studies, the TSMC
Education and Culture Foundation sponsors the Rising Sun
Plan of National Tsing Hua University and the Sunflower Plan of
National Central University, relaxing the admissions requirements
and providing complete four-year scholarships for talented
students with financial need. In 2018, the foundation provided
37 students with NT$3.02 million in scholarships. To extend care
to the educationally disadvantaged, the TSMC Education and
Culture Foundation has continuously sponsored Junyi Academy,
Teach for Taiwan and the Boyo Social Welfare Foundation,
providing free and quality digital learning tools and tutors, and
aiding enthusiastic young teachers who will be deployed to rural
schools to make up for teacher shortages.
Building Educational Platforms
Encouraging Youth to Reach Their Dreams
To encourage young people to explore and expand their interests
and visions, in 2018 the TSMC Education and Culture Foundation
contributed over NT$40 million to hold activities both in sciences
and humanities as well as communication platforms, providing
youth with opportunities to develop multiple extracurricular
experiences.
In 2018, the TSMC Dream Builders of Youth Project initiate
the “issue-specific focus group” to encourage the younger
generation to place emphasis on social issues. To this end, the
TSMC Education and Culture Foundation collaborated on the
pilot project of Aesthetics of Sea Waste with the Department of
Arts and Design of National Tsing Hua University. This project
invited the students to create wearable art works out of the litter
they had collected at the beach, and showcased their works on
a fashion runway at the East Hsinchu City Gate and at the TSMC
Sports Day, highlighting this environmental theme. In 2018 the
Dream Builders of Youth Project attracted the participation of
young students in 67 teams from Taoyuan, Hsinchu and Miaoli;
seven teams were awarded prizes totaling NT$3 million to help
them realize their dreams.
The TSMC Education and Culture Foundation has held the TSMC
Youth Literature Award and the TSMC Youth Calligraphy and
Seal-Carving Competition since 2004 and 2008, respectively, to
encourage young people to develop proficiency in literature and
calligraphy. For the Literature Award, a total of 2,078 works were
submitted in 2018. Marking its 15th anniversary, the foundation
invited young writers who had won the award before to share
their literary experiences at university campuses. For the Youth
Calligraphy and Seal-Carving Competition, the foundation
expanded the “Scribes’ Group,” and the contest and workshops
attracted 809 attendees in total.
Celebrating the 200th anniversary of the original publication of
Mary Shelley’s novel Frankenstein, the 2018 Cup had a science
fiction theme to let 540 students from K9 to K12 researching
the scientific principles behind science fiction in both novels and
movies. In the competition competitors must digest scientific
knowledge and translate it into intelligible introductory articles
and speeches in order to improve their science presentation
skills. In 2018, the TSMC Education and Culture Foundation also
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129
continued to support Wu Chien-Shiung Science Camp, Wu Ta-Yu
Science Camp and Madame Curie Senior High School Chemistry
Camps. The camps attracted 386 senior high school teachers and
students and gave them the opportunity to meet and learn from
world-class scientists and Nobel Prize masters with the aim of
inspiring the students and helping them realize their potential.
Promoting Arts and Culture
Presenting Chinese Exquisite Theatric Beauty
The TSMC Education and Culture Foundation is devoted to
promoting arts and culture. In 2018, the foundation contributed
over NT$20 million to organizing superb artistic performances
of Chinese opera, music, children’s program and literature to
enrich the community residents’ spiritual life and spotlight
prominent Taiwanese artistic groups.
The 2018 TSMC Hsin-Chu Arts Festival centered on a cinematic
theme, Behind the Scenes, Beyond Imagination, and attracted
more than 13,000 people to experience cinema’s irresistible
charms. The festival’s program included: a classical music
concert presented by live orchestra, a concert and theater
tailored for children, a series of movie lectures on pioneering
fantasy worlds behind the scenes, and the modern Peking
Opera as a fusion of Eastern and Western aestheticism. All in
all, the 2018 Hsin-Chu Arts Festival arranged for 57 distinct
performances, presenting a spiritual feast for community
residents.
The TSMC Education and Culture Foundation has continuously
sponsored local artistic groups. In 2018, the foundation
sponsored Chen Xi-Huang, the master of Taiwanese Puppetry,
Huang Yi, a stellar young dancer, and The Legacy of Chen
Uen – Art Life and Philosophy, the exhibition at the National
Palace Museum. The Taiwanese master Chen Uen, who passed
away in 2017, had uplifted the comics to arts. He was the
first comics artist whose work was displayed at the National
Palace Museum. The exhibition featured Chen Uen’s comics
manuscript, as lifelong creation, striking a significant chord
with more 100,000 attendees. The foundation also arranged
exhibition tours for junior high school students in rural areas to
expand their artistic visions.
7.4 TSMC Charity Foundation
Since it was established in 2017, the TSMC Charity Foundation
has focused on four main areas: taking care of elders, promoting
filial piety, caring for the disadvantaged and protecting the
environment. Under the leadership of Chairperson Sophie Chang,
the Foundation is known to pay close attention to social issues
with heart, care for disadvantaged groups with love, and to
cooperate with internal and external stakeholders to achieve the
mission of making a better society.
The Charity Foundation continues to devote to charity and
launched several new projects in 2018 to expand the service
scope:
• Taking care of elders: Cooperating with the Networking of
Love partners, the Foundation integrated medical resources
in Taiwan in order to provide elders who live alone with
more accessible medical resources and services to enhance
their health and well-being. In 2018, the Foundation helped
Fengyuan Hospital install a remote intelligence medical care
system, and helped Miaoli day-care center install intelligence
system to increase medical service effectiveness. Currently
partners in Networking of Love include: Taipei Veterans General
Hospital, Old Five Old Foundation, Miaoli General Hospital,
Feng Yuan Hospital, China Medical University Hospital, Lin
Welfare and Charity Foundation, Tainan Taiwan Puli Care
Association, Sin-Lau Medical Foundation, Jianan Psychiatric
Center, Hengchun Tourism Hospital, Mennonite Christian
Hospital and its Charity Foundation, and Fooyin University.
• Promoting filial piety: The Foundation strives to increase
awareness of Eastern culture filial piety in the younger
generation to reduce potential social risks in an aged society.
In 2018, TSMC Charity Foundation collaborated with K-12
Education Administration, Ministry of Education to publish
teaching materials on filial piety to 2,660 elementary schools.
The Ministry of Education will also start a filial piety culture
promotion program in Taiwan. The Foundation also invited five
companies in Hsinchu Science Park to establish the first group
of filial piety volunteers.
• Caring for the disadvantaged: Focusing on disadvantaged
groups’ life and education, the Foundation provides goods
and medical resources to them, and ensures they can have
inclusive and equitable education resources. This will also go a
long way towards achieving the United Nations’ goal to “End
poverty in all its forms.” In 2018, the Foundation launched
the “Sending Love” program, visited and identified cases that
required urgent financial aid and helped them improve their
quality of life through fundraising from TSMC employees and
external donations. Including filial piety volunteers, which was
first established in 2018, TSMC’s volunteers in this effort now
number more than 10,200.
7.5 TSMC i-Charity
“TSMC i-Charity” is an interactive online platform launched in
2014. The Company’s intranet provides a channel for employees
to propose caring projects, share results, provide feedback and
suggestions and participate in philanthropic events such as
online donation directly and in a timely manner to give back to
society.
In 2018, more than 19,000 attendees participated in the
following projects, as over NT$30 million in contributions were
received:
• Hualien Earthquake Emergency Relief Project
• Junyi Academy Platform and Teach for Taiwan
From 2014 to 2018, TSMC i-Charity platform has received
over NT$99 million in contributions. TSMC will maintain its
commitment to society and encourage employees to join in
efforts to care for and give back to society in all ways.
• Protecting the environment: Promoting environmental
education and knowledge to increase people’s awareness
of the importance of prevention and adaptation regarding
climate change. In 2018 the “Cherish Food” program was
launched, in cooperation with CHIMEI FROZEN FOOD,
off-grade products (food with disqualified packaging) are
regularly donated to TSMC’s partner organizations that look
after disadvantaged groups in order to reduce food waste
and protect the environment. TSMC’s ecology volunteers
continuously provide ecology tours in Hsinchu Fab 12B,
Taichung Fab 15, and Tainan Jacana Ecology Education Park.
TSMC’s professional energy-saving volunteers assist schools at
all levels on energy-saving assessment and improvement. The
service locations cover: Taipei, Hsinchu, Taichung, Tainan and
Kaohsiung such areas.
In February 2018, an earthquake with a magnitude of 6.4 on the
Richter scale occurred in Hualien. The TSMC Charity Foundation
visited the site at the first opportunity and dispatched manpower,
donations and materials to support affected households in
returning to normal life. Specifically, the Foundation:
(1) Initiated a fundraising plan and donated around NT$58.44
million. At the same time, water trucks were assigned to
assist the affected area.
(2) Assisted the reconstruction of over 400 households of
disadvantaged groups and elders who live alone. The
Foundation also held a camp in the local area to help children
regain courage and confidence.
(3) Organized a Hualien sightseeing train project with TSMC, the
TSMC Employee Welfare Committee and the Taiwan Railways
Administration in order to revitalize Hualien’s local economy.
More than 7,500 people participated in this project. At the
same time, TSMC employees started Hualien products group
buying activities, with a total contribution of more than
NT$3.08 million.
This disaster relief operation was a result of the care and
commitment from internal and external stakeholders such as
TSMC employees, TSMC, social individuals and other companies.
The TSMC Charity Foundation will continue to pay close attention
to local emergency relief needs and provide immediate assistance
when required.
130
131
7.6 Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory
Commission
Assessment Item
Implementation Status
Yes
No
Summary
1. Implementation of Corporate Governance
V
(1) Does the Company have a corporate social responsibility policy and evaluate
(1) Please refer to “7. Corporate Social Responsibility” on pages 115-132 of
its implementation?
this Annual Report.
(2) Does the Company hold regular CSR training?
(2) Please refer to “3.5 Code of Ethics and Business Conduct” on pages 46-
Non-implementation
and Its Reason(s)
None
(3) Does the Company have a dedicated (or ad-hoc) CSR organization with Board
of Directors authorization for senior management, which reports to the Board
of Directors?
(4) Does the Company set a reasonable compensation policy, integrate employee
appraisal with CSR policy, and set clear and effective incentive and disciplinary
policies?
2. Environmentally Sustainable Development
(1) Is the Company committed to improving resource efficiency and to the use of
renewable materials with low environmental impact?
(2) Has the Company set an Environmental management system designed to
industry characteristics?
(3) Does the Company track the impact of climate change on operations, carry
out greenhouse gas inventories, and set energy conservation and greenhouse
gas reduction strategy
3. Promotion of Social Welfare
V
V
50 of this Annual Report
(3) Please refer to “7. Corporate Social Responsibility” on pages 115-132 of
this Annual Report.
(4) Social responsibility is regarded as an integral part of corporate
governance by TSMC. TSMC's fair compensation policy is set with
consideration of the goals of the Company's corporate governance
and operation; corporate social responsibility is included as part of
its indices. For further details, please refer to “5.5 Human Capital” on
pages 82-87 of this Annual Report.
Please refer to “7.2.1 Environmental Protection” on pages 121-123 of this
Annual Report.
None
None
(1) Does the Company set policies and procedures in compliance with regulations
(1) Please refer to “5.5 Human Capital” on pages 82-87 of this Annual
and internationally recognized human rights principles?
Report.
(2) Has the Company established appropriately managed employee appeal
(2) Please refer to “5.5 Human Capital” on pages 82-87 of this Annual
procedures?
Report.
(3) Does the Company provide employees with a safe and healthy working
(3) Please refer to “7.2.3 Safety and Health” on pages 126-129 of this
environment, with regular safety and health training?
Annual Report.
(4) Has the Company established a mechanism for regular communication with
employees and use reasonable measures to notify employees of operational
changes which may cause significant impact to employees?
(4) Please refer to “5.5 Human Capital” on pages 82-87 of this Annual
Report.
(5) Has the Company established effective career development training plans?
(5) Please refer to “5.5 Human Capital” on pages 82-87 of this Annual
(6) Has the Company set polices and consumer appeal procedures in its R&D,
(6) Not applicable as TSMC is not an end product manufacturer.
purchasing, production, operations, and service processes?
Report.
(7) Does the Company follow regulations and international standards in the
(7) Not applicable as TSMC is not an end product manufacturer.
marketing and labelling of its products and services?
(8) Does the company evaluate environmental and social track records before
(8) Please refer to “Supplier and Contractor Management” on page 128 of
engaging with potential suppliers?
this Annual Report.
(9) Does the Company’s contracts with major suppliers include termination
clauses if they violate CSR policy and cause significant environmental and
social impact?
(9) Please refer to “Risks Associated with Purchase Concentration” in 6.3.3
Operational Risks of this Annual Report.
4. Enhanced Information Disclosure
Does the Company disclose relevant and reliable CSR information on its website
and the Taiwan Stock Exchange website?
V
TSMC has published a “Corporate Social Responsibility Report” since 2008,
and discloses this on the Company’s website (https://www.tsmc.com/
english/csr/index.htm).
None
5. If the company has established its corporate social responsibility code of practice according to “Listed Companies Corporate Social Responsibility Code of Practice,” please describe the operational status and
differences.
TSMC follows the Corporate Social Responsibility Policy set by the Chairman, Dr. Mark Liu. For corporate social responsibility operational status, please refer to “7. Corporate Social Responsibility” on pages 115-
132 of this annual report and corporate social responsibility related information in our website: https://www.tsmc.com/english/csr/index.htm
6. Other important information to facilitate better understanding of the company’s implementation of corporate social responsibility:
Please refer to TSMC’s website for its corporate social responsibility implementation status: https://www.tsmc.com/english/csr/index.htm
7. Other information regarding “Corporate Responsibility Report” which is verified by certifying bodies:
TSMC’s Corporate Social Responsibility Report is in accordance with the GRI Standards and verified by certifying bodies.
132
133
Subsidiary Information and
Other Special Notes
8.1 Subsidiaries
8.1.1 TSMC Subsidiaries Chart
TSMC North America
Shareholding: 100%
TSMC Europe B.V.
Shareholding: 100%
TSMC Japan Limited
Shareholding: 100%
TSMC Korea Limited
Shareholding: 100%
TSMC Partners, Ltd.
Shareholding: 100%
TSMC Global Ltd.
Shareholding: 100%
TSMC China Company Limited
Shareholding: 100%
TSMC Nanjing Company Limited
Shareholding: 100%
VisEra Technologies Company Ltd.
Shareholding: 87%
VentureTech Alliance Fund II, L.P.
Shareholding: 98%
Taiwan
Semiconductor
Manufacturing
Company Limited
TSMC Development, Inc.
Shareholding: 100%
WaferTech, LLC
Shareholding: 100%
TSMC Technology, Inc.
Shareholding: 100%
TSMC Design Technology Canada Inc.
Shareholding: 100%
InveStar Semiconductor Development
Fund, Inc. (Note)
Shareholding: 97%
InveStar Semiconductor Development
Fund, Inc. (II) LDC. (Note)
Shareholding: 97%
VentureTech Alliance Fund III, L.P.
Shareholding: 98%
Growth Fund Limited
Shareholding: 100%
TSMC Solar Europe GmbH (Note)
Shareholding: 100%
Note: The subsidiary is under liquidation procedures.
8
As of 12/31/2018
135
8.1.2 Business Scope of TSMC and Its Subsidiaries
8.1.4 Shareholders in Common of TSMC and Its Subsidiaries with Deemed Control and Subordination: None.
8.1.5 Rosters of Directors, Supervisors, and Presidents of TSMC’s Subsidiaries
Unit: NT$ (USD), except shareholding
Company
Title
Name
Shareholding
Shares (Investment Amount)
% (Investment Holding %)
As of 12/31/2018
TSMC Nanjing Company Limited
May 16, 2016
Nanjing, China
RMB
6,650,119
Manufacturing, selling, testing, and computer-aided design of
integrated circuits and other semiconductor devices
TSMC China Company Limited
0.001
Engineering support activities
489
Investing in new start-up technology companies
0
Investing in new start-up technology companies
TSMC Nanjing Company Limited
TSMC and its subsidiaries strive to provide the best foundry services. Subsidiaries in North America, Europe, Japan, China and South
Korea are dedicated to timely serving TSMC customers worldwide. WaferTech in the United States and TSMC China provide additional
8-inch wafer capacity. TSMC Nanjing also began to provide additional 12-inch wafer capacity in 2018. Other subsidiaries support the
Company’s core foundry business with related services such as design service and investment in start-up companies involved in design,
manufacturing, and other related businesses in the semiconductor industry.
8.1.3 TSMC Subsidiaries
Unit: NT$ (USD, EUR, JPY, KRW, RMB, CAD) thousands
As of 12/31/2018
Company
Date of Incorporation
Place of Registration
Capital Stock
Business Activities
TSMC North America
Jan. 18, 1988
San Jose, California, U.S.
US$
11,000
Selling and marketing of integrated circuits and semiconductor
devices
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
Mar. 04, 1994
Amsterdam, The Netherlands
EUR
100
Customer service and supporting activities
Sep. 10, 1997
Yokohama, Japan
May 2, 2006
Seoul, Korea
JPY
KRW
RMB
300,000
Customer service and supporting activities
400,000
Customer service and supporting activities
4,502,080
Manufacturing, selling, testing, and computer-aided design of
integrated circuits and other semiconductor devices
TSMC China Company Limited
Aug. 04, 2003
Shanghai, China
TSMC Technology, Inc.
Feb. 20, 1996
Delaware, U.S.
InveStar Semiconductor Development Fund, Inc.
(Note)
InveStar Semiconductor Development Fund, Inc.
(II) LDC. (Note)
Sep. 10, 1996
Cayman Islands
Aug. 25, 2000
Cayman Islands
TSMC Development, Inc.
Feb. 16, 1996
Delaware, U.S.
WaferTech, LLC
Jun. 03, 1996
Delaware, U.S.
TSMC Partners, Ltd.
Mar. 26, 1998
British Virgin Islands
TSMC Design Technology Canada Inc.
May 28, 2007
Ontario, Canada
TSMC Global Ltd.
Jul. 13, 2006
British Virgin Islands
VentureTech Alliance Fund II, L.P.
Feb. 27, 2004
Cayman Islands
VentureTech Alliance Fund III, L.P.
Mar. 25, 2006
Cayman Islands
Growth Fund Limited
May 30, 2007
Cayman Islands
TSMC Solar Europe GmbH (Note)
Dec. 17, 2010
Hamburg, Germany
US$
US$
US$
US$
US$
US$
CAD
US$
US$
US$
US$
EUR
0.001
Investing in companies involved in the manufacturing related
business in the semiconductor industry
0
Manufacturing, selling, and testing of integrated circuits and
other semiconductor devices
988,268
Investing in companies involved in the design, manufacture, and
other related business in the semiconductor industry and other
investment activities
2,434
Engineering support activities
11,284,000
Investment activities
4,087
Investing in new start-up technology companies
96,169
Investing in new start-up technology companies
2,154
Investing in new start-up technology companies
400
Selling of solar modules and related products and providing
customer service
VisEra Technologies Company Ltd.
Dec.1, 2003
Hsinchu, Taiwan
NT$
2,911,531
Engaged in manufacturing electronic spare parts and in
researching, developing, designing, manufacturing, selling,
packaging and testing of color filter
Note: InveStar Semiconductor Development Fund, Inc., InveStar Semiconductor Development Fund, Inc. (II) LDC., and TSMC Solar Europe GmbH are under liquidation procedures.
136
TSMC North America
TSMC Europe B.V
TSMC Japan Limited
TSMC Korea Limited
Director
Director
President
Director
Director
President
Director
Director
Supervisor
President
Director
Director
Director
Chairman
Director
Director
Supervisor
President
Chairman
Director
Director
Director
Supervisor
Supervisor
President
Chairman
Director
President
Sylvia Fang
Rick Cassidy
David Keller
Wendell Huang
Maria Marced
Maria Marced
Sylvia Fang
Makoto Onodera
Lora Ho (Note 1)
Makoto Onodera
C.C. Pan
Chih-Chun Tsai
Wendell Huang
F.C. Tseng
J.K. Wang
L.C. Tu
Lora Ho
L.C. Tu
Lora Ho
J.K. Wang
Cliff Hou
Roger Luo
Wendell Huang
Sylvia Fang
Roger Luo
Lora Ho
Cliff Hou
Cliff Hou
TSMC Technology, Inc.
InveStar Semiconductor Development Fund, Inc.
(Note 2)
Director
Wendell Huang
InveStar Semiconductor Development Fund, Inc. (II) LDC
(Note 2)
Director
Wendell Huang
TSMC Development, Inc.
WaferTech, LLC
TSMC Partners, Ltd.
Chairman
Director
President
Director
Director
President
Director
Director
President
Lora Ho
Sylvia Fang
Lora Ho
Y.L. Wang
Wendell Huang
Tsung-Chia Kuo
Lora Ho
Sylvia Fang
Lora Ho
-
-
-
TSMC holds 11,000,000 shares
-
-
-
TSMC holds 200 shares
-
-
-
-
TSMC holds 6,000 shares
-
-
-
TSMC holds 80,000 shares
-
-
-
-
-
(TSMC’s investment US$596,000,000)
-
-
-
-
-
-
-
(TSMC’s investment US$1,000,000,000)
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
TSMC Partners, Ltd. holds 582,523 shares
-
TSMC Partners, Ltd. holds 9,298,625 shares
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
-
-
TSMC Development, Inc. holds 293,636,833 shares
-
-
-
TSMC holds 988,268,244 shares
-
-
-
100%
-
-
-
100%
-
-
-
-
100%
-
-
-
100%
-
-
-
-
-
(100%)
-
-
-
-
-
-
-
(100%)
-
-
-
100%
-
97.09%
-
97.09%
-
-
-
100%
-
-
-
100%
-
-
-
100%
(Continued)
137
Shareholding
8.2 Status of TSMC Common Shares and ADRs Acquired, Disposed of, and Held by Subsidiaries: None.
Shares (Investment Amount)
% (Investment Holding %)
8.3 Special Notes
8.3.1 Private Placement Securities in 2018 and as of the Date of this Annual Report: None.
8.3.2 Regulatory Authorities’ Legal Penalties to the Company or Its Employees, and the Company’s Resulting
Punishment on Its Employees for Violations of Internal Control System Provisions, Principal Deficiencies, and
the State of Any Efforts to Make Improvements in 2018 and as of the Date of this Annual Report
In 2018 and as of the date of this Annual Report, the Company complied with the Taiwan Company Law and Securities Trading Act
relevant laws and regulations. The Company was issued two fines totaling NT$60,000 for violations of the labor related laws. (1)
One case was due to four employees’ overtime application and approval not being processed in time. The Company has enhanced
the communication and training on overtime application and management. (2) The second case occurred during a fab’s annual
maintenance work, where an unexpected maintenance response resulted in excess work hours of seven employees. The Company has
reviewed and strengthened the manpower planning for annual maintenance work. In addition, the Company was issued two fines
totaling NT$100,000 for violations of occupational safety and health related laws. (1) One case involved chemical storage in a non-
compliant location. The Company immediately reviewed and completed the necessary process improvements. (2) The second case
involved a subcontractor personnel who accidentally broke a waste chemical pipe while working on electrical cable wiring, which lead
to chemical exposure for two workers from leakage of the residual chemical. The Company has reviewed the management of the
working environment and safety practices, and strengthened pre-work evaluation and prevention measures.
8.3.3 Any Events in 2018 and as of the Date of this Annual Report that Had Significant Impacts on Shareholders’
Right or Security Prices as Stated in Item 3 Paragraph 2 of Article 36 of Securities and Exchange Law of
Taiwan: None.
8.3.4 Other Necessary Supplement: None.
Company
Title
Name
TSMC Design Technology Canada Inc.
Director
Director
Director
President
Cliff Hou
Cormac Michael O’Connell
Sylvia Fang
Cliff Hou
TSMC Global Ltd.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
Director
Director
Lora Ho
Sylvia Fang
None
None
None
None
None
None
TSMC Solar Europe GmbH (Note 2)
Liquidator
Liham Chu
VisEra Technologies Company Ltd.
Chairman
Director
Director
Supervisor
President
Robert Kuan
C.S. Yoo
George Liu
Wendell Huang
S.C. Hsin
-
-
-
-
TSMC Partners, Ltd. holds 2,300,000 shares
-
-
TSMC holds 11,284 shares
(TSMC’s investment US$3,789,066)
(TSMC’s investment US$94,246,012)
(VentureTech Alliance Fund III, L.P.’s investment US$2,153,768)
-
TSMC holds 800 shares
54,600 shares
-
-
-
-
TSMC holds 253,120,000 shares
-
-
-
-
100%
-
-
100%
(98.00%)
(98.00%)
(100%)
-
100%
0.02%
-
-
-
-
86.94%
Note 1: Deputy Chief Financial Officer Wendell Huang replaced Senior Vice President and Chief Financial Officer Lora Ho as the statutory auditor of TSMC Japan, effective February 26, 2019.
Note 2: InveStar Semiconductor Development Fund, Inc., InveStar Semiconductor Development Fund, Inc. (II) LDC., and TSMC Solar Europe GmbH are under liquidation procedures.
8.1.6 Operational Highlights of TSMC Subsidiaries
Unit: NT$ thousands, except EPS (NT$)
Company
Capital Stock
Assets
Liabilities
Net Worth
Net Revenues
As of 12/31/2018
Income
(Loss) from
Operation
Net Income
(Loss)
Basic Earnings
(Loss) Per Share
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
TSMC Partners, Ltd.
TSMC Global Ltd.
WaferTech, LLC
338,140
96,075,151
91,805,759
4,269,393
657,168,665
197,336
117,948
10.72
585,792
139,964
3,522
83,490
11,040
199,782
42,492
445,828
141,136
40,966
525,641
225,922
21,185
56,391
41,697
208,485.23
9,122
1,953
4,035
2,170
672.54
27.12
28,920,857
1,966,940
1,966,771
1,863,196
186,319,593.80
52,396,272
2,505,290
2,499,370
2,499,370
2.53
58,646
1,526
0
0
30,379,366
52,396,272
346,870,160
400,399,084
6,821,153
393,577,931
11,025,427
9,271,650
9,271,602
845,894.15
0
5,526,309
612,632
4,913,677
8,194,379
1,851,567
1,473,555
TSMC Development, Inc.
0.03
28,920,857
TSMC China Company Limited
20,157,163
58,650,900
3,064,082
55,586,818
17,659,567
4,785,348
5,397,462
TSMC Nanjing Company Limited
29,774,580
55,324,312
34,486,833
20,837,480
6,910,049
(7,890,838)
(8,215,989)
VisEra Technologies Company Ltd.
2,911,531
6,015,755
864,736
5,151,018
2,748,420
481,896
412,283
TSMC Technology, Inc.
0.03
1,148,761
561,753
587,008
2,044,078
TSMC Design Technology Canada Inc.
55,005
241,004
35,581
205,423
297,926
InveStar Semiconductor Development Fund,
Inc.
InveStar Semiconductor Development Fund,
Inc. (II) LDC.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
TSMC Solar Europe GmbH
Growth Fund Limited
15,031
0
125,643
2,956,247
14,088
66,207
532
0
125,013
175,013
7
0
0
0
525
0
125,013
175,013
0
20,106
(20,106)
97,782
0
97,782
0
0
0
(863)
0
766
97,409
27,084
47,866
32,224
0
0
(6,781)
(3,712)
(3,416)
(1)
(597)
(6,781)
(3,726)
(3,416)
(21)
(597)
5.02
NA
NA
1.42
4,786,620.90
14.01
0.00
(0.71)
NA
NA
(25.73)
NA
138
139
Contact Information
Corporate Headquarters & Fab 12A
8, Li-Hsin Rd. 6, Hsinchu Science Park, Hsinchu 30078, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5637000
R&D Center & Fab 12B
168, Park Ave. II, Hsinchu Science Park, Hsinchu 30075, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-6687827
Fab 2, Fab 5
121, Park Ave. 3, Hsinchu Science Park, Hsinchu 30077, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781546
Fab 3
9, Creation Rd. 1, Hsinchu Science Park, Hsinchu 30077, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781548
Fab 6
1, Nan-Ke North Rd., Tainan Science Park, Tainan 74144, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5052057
Fab 8
25, Li-Hsin Rd., Hsinchu Science Park, Hsinchu 30078, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5662051
Fab 14A
1-1, Nan-Ke North Rd., Tainan Science Park, Tainan 74144, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5051262
Fab 14B
17, Nan-Ke 9th Rd., Tainan Science Park, Tainan 74144, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5055217
Fab 15A
1, Keya Rd. 6, Central Taiwan Science Park, Taichung 42882, Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-25607548
Fab 15B
1, Xinke Rd., Central Taiwan Science Park, Taichung 40763, Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-24630372
Advanced Backend Fab 1
6, Creation Rd. II, Hsinchu Science Park, Hsinchu 30077, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5773628
Advanced Backend Fab 2
1-1, Nan-Ke North Rd., Tainan Science Park, Tainan 74144, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5051262
Advanced Backend Fab 3
101, Longyuan 6th Rd., Longtan Dist., Taoyuan City 32542, Taiwan R.O.C.
Tel: +886-3-5636688 Fax: +886-3-4804250
Advanced Backend Fab 5
5, Keya W. Rd., Central Taiwan Science Park, Taichung 42882, Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-27026688
TSMC North America
2851 Junction Avenue, San Jose, CA 95134, U.S.A.
Tel: +1-408-3828000 Fax: +1-408-3828008
TSMC Europe B.V.
World Trade Center, Zuidplein 60, 1077 XV Amsterdam, The Netherlands
Tel: +31-20-3059900 Fax: +31-20-3059911
TSMC Japan Limited
21F, Queen’s Tower C, 2-3-5, Minatomirai, Nishi-ku
Yokohama, Kanagawa, 220-6221, Japan
Tel: +81-45-6820470 Fax: +81-45-6820673
TSMC China Company Limited
4000, Wen Xiang Road, Songjiang, Shanghai, China
Postcode: 201616
Tel: +86-21-57768000 Fax: +86-21-57762525
TSMC Nanjing Company Limited
16, Zifeng Road, Pukou Economic Development Zone, Nanjing
Jiangsu Province, China
Postcode: 211806
Tel: +86-25-57668000 Fax: +86-25-57712395
TSMC Korea Limited
15F, AnnJay Tower, 208, Teheran-ro, Gangnam-gu
Seoul 06220, Korea
Tel: +82-2-20511688
TSMC Design Technology Canada Inc.
535 Legget Dr., Suite 600, Kanata, ON K2K 3B8, Canada
Tel: +613-576-1990 Fax: +613-576-1999
TSMC Technology, Inc
2851 Junction Avenue, San Jose, CA 95134, U.S.A
Tel: +1-408-3828000
WaferTech L.L.C.
5509 N.W. Parker Street, Camas, WA 98607-9299 U.S.A.
Tel: +1-360-8173000 Fax: +1-360-8173590
TSMC Spokesperson
Name: Lora Ho
Title: Senior Vice President & CFO
Tel: +886-3-5054602 Fax: +886-3-5637000
Email: cyhsu@tsmc.com
TSMC Deputy Spokesperson/Corporate Communications
Name: Elizabeth Sun
Title: Senior Director, TSMC Corporate Communication Division
Tel: +886-3-5682085 Fax: +886-3-5637000
Email: elizabeth_sun@tsmc.com
Auditors
Company: Deloitte & Touche
Auditors: Mei-Yen Chiang, Yu-Feng Huang
Address: 20F, No. 100, Songren Rd., Xinyi Dist.,Taipei 11073, Taiwan, R.O.C.
Tel: +886-2-27259988 Fax: +886-2-40516888
Website: http://www.deloitte.com.tw
Common Share Transfer Agent and Registrar
Company: The Transfer Agency Department of CTBC Bank
Address: 5F, 83, Sec. 1, Chung-Ching S. Rd., Taipei 10008, Taiwan, R.O.C.
Tel: +886-2-66365566 Fax: +886-2-23116723
Website: http://www.ctbcbank.com
ADR Depositary Bank
Company: Citibank, N.A.
Depositary Receipts Services
Address: 388 Greenwich Street, New York, NY 10013, U.S.A.
Website: http://www.citi.com/dr
Tel: +1-877-2484237 (toll free) Tel: +1-781-5754555 (out of US)
Fax: +1-201-3243284
E-mail: citibank@shareholders-online.com
TSMC’s depositary receipts of the common shares are listed on New York
Stock Exchange (NYSE) under the symbol TSM. The information relating to
TSM is available at http://www.nyse.com and http://mops.twse.com.tw
“TSMC”, “tsmc”, “Open Innovation Platform”, “Open Innovation”, “GIGAFAB”, “CoWoS” and “TSMC-SoIC” are some of our registered and/or pending trademarks used by us in various jurisdictions,
including Taiwan. All rights reserved.
Copyright © 2018 by Taiwan Semiconductor Manufacturing Company, Ltd. All rights reserved.
TSE: 2330
NYSE: TSM
TSMC Annual Report 2018 (II)
Financial Statements
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
TSMC annual report is available at http://www.tsmc.com/english/investorRelations/annual_reports.htm
Printed on March 12, 2019
Contents
Consolidated Financial Statements for the
Years Ended December 31, 2018 and 2017 and
Independent Auditors’ Report
Parent Company Only Financial Statements for the
Years Ended December 31, 2018 and 2017 and
Independent Auditors’ Report
1
115
Taiwan Semiconductor Manufacturing
Company Limited and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2018 and 2017 and
Independent Auditors’ Report
- 1 -
- 2 -
REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of Taiwan
Semiconductor Manufacturing Company Limited as of and for the year ended December 31, 2018,
under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports
and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in
the consolidated financial statements prepared in conformity with the International Financial
Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information
required to be disclosed in the combined financial statements is included in the consolidated
financial statements. Consequently, Taiwan Semiconductor Manufacturing Company Limited
and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
By
MARK LIU
Chairman
February 19, 2019
- 3 -
- 4 -
Key audit matters for the Company’s consolidated financial statements for the year ended
December 31, 2018 are stated as follows:
Estimate for sales returns and allowances
In consideration of business volume and market conditions, the Company provides a variety of
business incentives to specific customers or products. The estimate for sales returns and
allowance is based on historical experience and the varying contractual terms. Please refer to
Notes 4, 5 and 26 to the consolidated financial statements for the details of the information about
estimate for sales returns and allowances. Since the estimate for sales returns and allowances is
subject to accounting judgment and estimation, and the result could also affect the net revenue in
the consolidated financial statements, it has been identified as a key audit matter.
Our key audit procedures performed in respect of the above area included the following:
1. Understood and tested the design and operating effectiveness of the key controls over estimate
for sales returns and allowances;
2. Understood and assessed the reasonableness of assumptions made and methodology used in
estimating sales returns and allowances;
3. Sampled and inspected the sales contracts of main products by agreeing the contractual terms
and performed an analysis to challenge the estimation on possibility that specific products
could meet business incentives condition to verify the reasonableness of the accrual of the sales
returns and allowances;
4. Performed a retrospective review to comparatively analyze the historical accuracy of judgments
with reference to actual sales returns and allowance paid.
Timing to commence depreciation of property, plant and equipment (PP&E)
The Company continues to invest in capital expenditures to develop and build capacity in
leading-edge technologies to meet customers’ demand. Please refer to Notes 4, 5 and 17 to the
consolidated financial statements for the details of the information and accounting policy about the
depreciation of PP&E. According to IAS 16, depreciation of PP&E begins when the assets are
available for use, and in the condition necessary for the assets to be capable of operating in the
intended manner. Due to the significant capital expenditures of the Company, and the criteria to
determine whether such assets are available for their intended use vary within categories of assets
as well as involve subjective judgments, the validity of the timing to commence depreciation of
PP&E could have a material impact on its financial performance. Consequently, the validity of
the timing to commence depreciation of PP&E is identified as a key audit matter.
Our key audit procedures performed in respect of the above area included the following:
1. Understood and tested the design and operating effectiveness of the key controls over the
timing to commence depreciation of PP&E;
2. Understood the criteria the assets are defined as available for their intended use and the
corresponding accounting treatments;
- 5 -
3. Sampled and reviewed the appropriateness of the timing for commencing depreciation after the
assets met the criteria of available for use in current year;
4.
Performed an observation on the physical count of equipment under installation and
construction in progress; sampled and inspected the supporting documentation to verify that the
status of equipment under installation and construction in progress are not available for use;
5. Sampled equipment under installation and construction in progress which met the criteria of
available for use and were transferred in the subsequent period to evaluate the reasonableness
of the timing for commencing depreciation;
6. Sampled and reviewed the appropriateness of the equipment under installation and construction
in progress which are not available for their intended use.
Other Matter
We have also audited the parent company only financial statements of Taiwan Semiconductor
Manufacturing Company Limited as of and for the years ended December 31, 2018 and 2017 on
which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with the Regulations Governing the Preparation of Financial Reports by
Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the
Financial Supervisory Commission of the Republic of China, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for
overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards
generally accepted in the Republic of China will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
- 6 -
As part of an audit in accordance with the auditing standards generally accepted in the Republic of
China, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditors’ report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Company to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements for the year
ended December 31, 2018 and are therefore the key audit matters. We describe these matters in
our auditors’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
- 7 -
- 8 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Available-for-sale financial assets (Note 9)
Held-to-maturity financial assets (Note 10)
Financial assets at amortized cost (Note 11)
Hedging derivative financial assets (Note 13)
Hedging financial assets (Note 13)
Notes and accounts receivable, net (Note 14)
Receivables from related parties (Note 37)
Other receivables from related parties (Note 37)
Inventories (Notes 5, 15 and 41)
Other financial assets (Note 38)
Other current assets (Note 19)
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income (Notes 5 and 8)
Held-to-maturity financial assets (Note 10)
Financial assets at amortized cost (Note 11)
Financial assets carried at cost (Note 12)
Investments accounted for using equity method (Notes 5 and 16)
Property, plant and equipment (Notes 5 and 17)
Intangible assets (Notes 5 and 18)
Deferred income tax assets (Notes 5 and 31)
Refundable deposits
Other noncurrent assets (Note 19)
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 20 and 34)
Financial liabilities at fair value through profit or loss (Note 7)
Hedging derivative financial liabilities (Note 13)
Hedging financial liabilities (Note 13)
Accounts payable
Payables to related parties (Note 37)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors and supervisors (Notes 25 and 33)
Payables to contractors and equipment suppliers
Income tax payable (Notes 5 and 31)
Provisions (Notes 5 and 21)
Long-term liabilities - current portion (Note 22)
Accrued expenses and other current liabilities (Notes 5, 24, 26 and 34)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 22 and 34)
Deferred income tax liabilities (Notes 5 and 31)
Net defined benefit liability (Notes 5 and 23)
Guarantee deposits (Notes 24 and 34)
Others
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 25)
Capital surplus (Note 25)
Retained earnings (Note 25)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 25)
Equity attributable to shareholders of the parent
NON - CONTROLLING INTERESTS
Total equity
TOTAL
The accompanying notes are an integral part of the consolidated financial statements.
- 9 -
December 31, 2018
Amount
%
December 31, 2017
Amount
%
$
$
577,814,601
3,504,590
99,561,740
-
-
14,277,615
-
23,497
128,613,391
584,412
65,028
103,230,976
18,597,448
5,406,423
28
-
5
-
-
1
-
-
6
-
-
5
1
-
553,391,696
569,751
-
93,374,153
1,988,385
-
34,394
-
121,133,248
1,184,124
171,058
73,880,747
7,253,114
4,222,440
28
-
-
5
-
-
-
-
6
-
-
4
-
-
951,679,721
46
857,203,110
43
3,910,681
-
7,528,277
-
17,865,838
1,072,050,279
17,002,137
16,806,387
1,700,071
1,584,647
-
-
-
-
1
51
1
1
-
-
-
18,833,329
-
4,874,257
17,861,488
1,062,542,322
14,175,140
12,105,463
1,283,414
2,983,120
-
1
-
-
1
53
1
1
-
-
1,138,448,317
54
1,134,658,533
57
$ 2,090,128,038
100
$ 1,991,861,643
100
$
88,754,640
40,825
-
155,832
32,980,933
1,376,499
14,471,372
23,981,154
43,133,659
38,987,053
-
34,900,000
61,760,619
$
4
-
-
-
2
-
1
1
2
2
-
2
3
63,766,850
26,709
15,562
-
28,412,807
1,656,356
14,254,871
23,419,135
55,723,774
33,479,311
13,961,787
58,401,122
65,588,396
3
-
-
-
1
-
1
1
3
2
1
3
3
340,542,586
17
358,706,680
18
56,900,000
233,284
9,651,405
3,353,378
1,950,989
72,089,056
3
-
-
-
-
3
91,800,000
302,205
8,850,704
7,586,790
1,855,621
110,395,320
5
-
1
-
-
6
412,631,642
20
469,102,000
24
259,303,805
56,315,932
12
3
259,303,805
56,309,536
13
3
276,033,811
26,907,527
1,073,706,503
1,376,647,841
13
1
52
66
(15,449,913)
(1)
241,722,663
-
991,639,347
1,233,362,010
12
-
49
61
(1)
(26,917,818)
1,676,817,665
80
1,522,057,533
76
678,731
-
702,110
-
1,677,496,396
80
1,522,759,643
76
$ 2,090,128,038
100
$ 1,991,861,643
100
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2018
2017
Amount
%
Amount
%
NET REVENUE (Notes 5, 26, 37 and 45)
$1,031,473,557 100
$ 977,447,241 100
COST OF REVENUE (Notes 5, 15, 33, 37 and 41)
533,487,516 52
482,616,286 49
GROSS PROFIT BEFORE UNREALIZED GROSS
PROFIT ON SALES TO ASSOCIATES
497,986,041 48
494,830,955 51
UNREALIZED GROSS PROFIT ON SALES TO
ASSOCIATES
GROSS PROFIT
OPERATING EXPENSES (Notes 5, 33 and 37)
Research and development
General and administrative
Marketing
(111,788)
-
(4,553)
-
497,874,253 48
494,826,402 51
85,895,569
20,265,883
5,987,828
8
2
1
80,732,463
21,196,717
5,972,488
8
2
1
Total operating expenses
112,149,280 11
107,901,668 11
OTHER OPERATING INCOME AND EXPENSES,
NET (Notes 17, 18, 27 and 33)
(2,101,449)
-
(1,365,511)
(1)
INCOME FROM OPERATIONS (Note 45)
383,623,524 37
385,559,223 39
NON-OPERATING INCOME AND EXPENSES
Share of profits of associates
Other income (Note 28)
Foreign exchange gain (loss), net (Note 43)
Finance costs (Note 29)
Other gains and losses, net (Note 30)
3,057,781
14,852,814
2,438,171
(3,051,223)
(3,410,804)
Total non-operating income and expenses
13,886,739
-
2
-
-
-
2
2,985,941
9,610,294
(1,509,473)
(3,330,313)
2,817,358
10,573,807
1
1
-
-
-
2
INCOME BEFORE INCOME TAX
397,510,263 39
396,133,030 41
INCOME TAX EXPENSE (Notes 5 and 31)
46,325,857
5
52,986,182
6
NET INCOME
351,184,406 34
343,146,848 35
(Continued)
- 10 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 5, 23, 25 and 31)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit obligation
Unrealized loss on investments in equity
instruments at fair value through other
comprehensive income
Gain on hedging instruments
Share of other comprehensive loss of associates
Income tax benefit related to items that will not be
reclassified subsequently
Items that may be reclassified subsequently to profit
or loss:
Exchange differences arising on translation of
2018
2017
Amount
%
Amount
%
$
(861,162)
-
$
(254,681)
-
(3,309,089)
40,975
(14,217)
195,729
(3,947,764)
-
-
-
-
-
-
-
(20,853)
30,562
(244,972)
-
-
-
-
-
foreign operations
14,562,386
1
(28,259,627)
(3)
Changes in fair value of available-for-sale
financial assets
Cash flow hedges
Unrealized loss on investments in debt instruments
at fair value through other comprehensive
income
Share of other comprehensive income (loss) of
associates
Income tax expense related to items that may be
reclassified subsequently
-
-
(870,906)
93,260
-
13,784,740
-
-
-
-
-
1
(218,832)
4,683
-
(99,347)
-
-
-
-
(3,536)
(28,576,659)
-
(3)
Other comprehensive income (loss) for the year,
net of income tax
9,836,976
1
(28,821,631)
(3)
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$ 361,021,382 35
$ 314,325,217 32
NET INCOME ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
$ 351,130,884 34
-
53,522
$ 343,111,476 35
-
35,372
$ 351,184,406 34
$ 343,146,848 35
(Continued)
- 11 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
2018
2017
Amount
%
Amount
%
$ 360,965,015 35
-
56,367
$ 314,294,993 32
-
30,224
$ 361,021,382 35
$ 314,325,217 32
2018
Income Attributable to
Shareholders of
the Parent
2017
Income Attributable to
Shareholders of
the Parent
EARNINGS PER SHARE (NT$, Note 32)
Basic earnings per share
Diluted earnings per share
$
$
13.54
13.54
$
$
13.23
13.23
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 12 -
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T
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Reversal of expected credit losses on investments in debt
2018
2017
$ 397,510,263
$ 396,133,030
288,124,897
4,421,405
255,795,962
4,346,736
instruments
Finance costs
Share of profits of associates
Interest income
Loss on disposal or retirement of property, plant and equipment, net
Gain on disposal of intangible assets, net
Impairment loss on property, plant and equipment
Impairment loss on intangible assets
Impairment loss on financial assets
Loss on financial instruments at fair value through profit or loss, net
Loss on disposal of investments in debt instruments at fair value
through other comprehensive income, net
Gain on disposal of available-for-sale financial assets, net
Gain on disposal of financial assets carried at cost, net
Gain from disposal of subsidiaries
Unrealized gross profit on sales to associates
Loss (gain) on foreign exchange, net
Dividend income
Loss arising from fair value hedges, net
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss
Notes and accounts receivable, net
Receivables from related parties
Other receivables from related parties
Inventories
Other financial assets
Other current assets
Other noncurrent assets
Accounts payable
Payables to related parties
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to
directors and supervisors
Accrued expenses and other current liabilities
Provisions
Net defined benefit liability
Cash generated from operations
Income taxes paid
(2,383)
3,051,223
(3,057,781)
(14,694,456)
1,005,644
(436)
423,468
-
-
358,156
989,138
-
-
-
111,788
2,916,659
(158,358)
2,386
-
3,330,313
(2,985,941)
(9,464,706)
1,097,908
-
-
13,520
29,603
-
-
(76,986)
(12,809)
(17,343)
4,553
(9,118,580)
(145,588)
30,293
480,109
(13,271,268)
599,712
106,030
(29,369,975)
(4,601,295)
(513,051)
152,555
4,540,583
(279,857)
216,501
5,645,093
1,061,805
(214,565)
(13,873)
(25,229,101)
(502,306)
12,085
(1,276,130)
2,572,072
394,182
582,054
562,019
(20,226,384)
-
(60,461)
525,129
30,435,424
(4,057,900)
44,615
648,938,549
(63,620,382)
619,336,831
(45,382,523)
Net cash generated by operating activities
573,954,308
585,318,167
(Continued)
- 14 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2018
2017
-
-
$
(310,478) $
(96,412,786)
-
-
(100,510,905)
(1,997,076)
-
(1,313,124)
(315,581,881) (330,588,188)
(4,480,588)
(819,694)
(7,100,306)
(2,294,098)
-
-
487,216
86,639,322
-
-
2,032,442
-
181,450
492
127,878
-
-
250,538
14,660,388
-
-
-
158,358
-
-
69,480,675
17,980,640
-
58,237
326,232
-
-
14,828
33,008
-
9,526,253
2,629,747
1,811
(4,080)
145,588
3,262,910
(2,227,541)
1,857,188
4,245,772
(1,326,983)
432,944
(314,268,908) (336,164,903)
(Continued)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial instruments at fair value through profit or loss - debt
instruments
Financial assets at fair value through other comprehensive income
Available-for-sale financial assets
Held-to-maturity financial assets
Financial assets at amortized cost
Financial assets carried at cost
Property, plant and equipment
Intangible assets
Land use right
Proceeds from disposal or redemption of:
Financial instruments at fair value through profit or loss - debt
instruments
Financial assets at fair value through other comprehensive income
Available-for-sale financial assets
Held-to-maturity financial assets
Financial assets at amortized cost
Financial assets carried at cost
Property, plant and equipment
Intangible assets
Proceeds from return of capital of investments in equity instruments at
fair value through other comprehensive income
Proceeds from return of capital of financial assets carried at cost
Derecognition of hedging derivative financial instruments
Derecognition of hedging financial instruments
Interest received
Proceeds from government grants - property, plant and equipment
Proceeds from government grants - land use right and others
Cash outflow from disposal of subsidiary
Other dividends received
Dividends received from investments accounted for using equity
method
Refundable deposits paid
Refundable deposits refunded
Net cash used in investing activities
- 15 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2018
2017
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Repayment of bonds
Repayment of long-term bank loans
Interest paid
Guarantee deposits received
Guarantee deposits refunded
Cash dividends
Donation from shareholders
Decrease in non-controlling interests
-
(58,024,900)
$ 23,922,975
$ 10,394,290
(38,100,000)
(31,460)
(3,482,703)
950,928
(3,823,183)
(207,443,044) (181,512,663)
20,837
(113,675)
(3,233,331)
1,668,887
(1,948,106)
10,141
(77,413)
Net cash used in financing activities
(245,124,791) (215,697,629)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
9,862,296
(21,317,772)
NET INCREASE IN CASH AND CASH EQUIVALENTS
24,422,905
12,137,863
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
553,391,696
541,253,833
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 577,814,601
$ 553,391,696
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 16 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
Taiwan Semiconductor Manufacturing Company Limited (TSMC), a Republic of China (R.O.C.)
corporation, was incorporated on February 21, 1987. TSMC is a dedicated foundry in the semiconductor
industry which engages mainly in the manufacturing, selling, packaging, testing and computer-aided design
of integrated circuits and other semiconductor devices and the manufacturing of masks.
On September 5, 1994, TSMC’s shares were listed on the Taiwan Stock Exchange (TWSE). On October
8, 1997, TSMC listed some of its shares of stock on the New York Stock Exchange (NYSE) in the form of
American Depositary Shares (ADSs).
The address of its registered office and principal place of business is No. 8, Li-Hsin Rd. 6, Hsinchu Science
Park, Taiwan. The principal operating activities of TSMC’s subsidiaries are described in Note 4.
2. THE AUTHORIZATION OF FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved and authorized for issue by the Board
of Directors on February 19, 2019.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS
a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports
by Securities Issuers and the International Financial Reporting Standards (IFRS), International
Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC)
(collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the amendments to the Regulations Governing the
Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by
the FSC did not have a significant effect on TSMC and its subsidiaries’ (collectively as the “Company”)
accounting policies:
1) IFRS 9 “Financial Instruments” and related amendment
IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with
consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards.
IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets
and hedge accounting. Please refer to Note 4 for information relating to the relevant accounting
policies.
Classification, measurement and impairment of financial assets and financial liabilities
The Company elects not to restate prior reporting period when applying the requirements for the
classification, measurement and impairment of financial assets and financial liabilities under IFRS 9
with the cumulative effect of the initial application recognized at the date of initial application.
- 17 -
The impact on measurement categories, carrying amount and related reconciliation for each class of
the Company’s financial assets and financial liabilities when retrospectively applying IFRS 9 on
January 1, 2018 is detailed below:
Measurement Category
Carrying Amount
IAS 39
IFRS 9
IAS 39
IFRS 9
Note
Financial Assets
Cash and cash equivalents
Derivatives
Loans and receivables
Held for trading
Equity securities
Hedging instruments
Available-for-sale
Debt securities
Available-for-sale
Held-to-maturity
Loans and receivables
Amortized cost
Mandatorily at fair value
through profit or loss
(FVTPL)
Hedging instruments
Fair value through other
comprehensive income
(FVTOCI)
Mandatorily at FVTPL
FVTOCI
Amortized cost
Amortized cost
$ 553,391,696 $ 553,391,696
(1)
569,751
34,394
569,751
34,394
7,422,311
-
90,826,099
20,821,714
8,389,438
779,489
90,046,610
20,813,462
131,024,958 131,269,731
(2)
(3)
(3)
(4)
(1)
Held for trading
Hedging instruments
Amortized cost
Held for trading
Hedging instruments
Amortized cost
26,709
15,562
340,501,266 340,501,266
26,709
15,562
Notes and accounts receivable
(including related parties),
other receivables and
refundable deposits
Financial Liabilities
Derivatives
Short-term loans, accounts
payable (including related
parties), payables to
contractors and equipment
suppliers, accrued expenses
and other current liabilities,
bonds payable and
guarantee deposits
Carrying
Amount as of
December 31,
2017 (IAS 39)
Reclassifi-
cations
Remea-
surements
Carrying
Amount as of
January 1, 2018
(IFRS 9)
Retained
Earnings
Effect on
January 1,
2018
Other Equity
Effect on
January 1,
2018
Note
$
569,751
$
-
$
-
779,489
569,751
-
779,489
-
-
-
-
-
$
569,751
$
-
$
-
779,489
(10,085 )
10,085
(3)
1,349,240
-
(10,085 )
-
10,085
-
-
-
-
-
-
-
7,422,311
967,127
8,389,438
1,294,528
(325,858 )
(2)
90,046,610
-
90,046,610
(30,658 )
30,658
(3)
97,468,921
-
20,821,714
967,127
-
98,436,048
-
(8,252 ) 20,813,462
1,263,870
-
(8,252 )
684,416,654
244,773
684,661,427
244,773
-
34,394
705,238,368
-
236,521 705,474,889
34,394
-
236,521
-
(295,200 )
(4)
(1)
-
-
-
-
-
Financial Assets
FVTPL
- Debt instruments
Add: From available for
sale
FVTOCI
- Equity instruments
Add: From available for
sale
- Debt instruments
Add: From available for
sale
Amortized cost
Add: From held to
maturity
Add: From loans and
receivables
Hedging instruments
Total
$
604,145
$ 803,486,778
$ 1,203,648
$ 805,294,571
$ 1,490,306
$
(285,115 )
Carrying
Amount as of
December 31,
2017
(IAS 39)
Adjustments
Arising from
Initial
Application
Carrying
Amount as of
January 1, 2018
(IFRS 9)
Retained
Earnings
Effect on
January 1,
2018
Other Equity
Effect on
January 1,
2018
Note
Investments accounted for using equity method $ 17,861,488
$
8,259
$ 17,869,747
$
33,985
$
(25,726)
(5)
- 18 -
(1) Cash and cash equivalents, notes and accounts receivable (including related parties), other
receivables and refundable deposits that were classified as loans and receivables under IAS 39
are now classified at amortized cost with assessment of future 12-month or lifetime expected
credit loss under IFRS 9. As a result of retrospective application, the adjustments would result
in a decrease in loss of allowance for accounts receivable of NT$244,773 thousand and an
increase in retained earnings of NT$244,773 thousand on January 1, 2018.
(2) As equity investments that were previously classified as available-for-sale financial assets under
IAS 39 are not held for trading, the Company elected to designate all of these investments as at
FVTOCI under IFRS 9. As a result, the related other equity-unrealized gain or loss on
available-for-sale financial assets of NT$228,304 thousand is reclassified to increase other
equity - unrealized gain or loss on financial assets at FVTOCI.
As equity investments previously measured at cost under IAS 39 are remeasured at fair value
under IFRS 9, the adjustments would result in an increase in financial assets at FVTOCI of
NT$967,127 thousand, an increase in other equity-unrealized gain or loss on financial assets at
FVTOCI of NT$968,670 thousand and a decrease in non-controlling interests of NT$1,543
thousand on January 1, 2018.
For those equity investments previously classified as available-for-sale financial assets
(including measured at cost financial assets) under IAS 39, the impairment losses that the
Company had recognized have been accumulated in retained earnings. Since these
investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is
required, the adjustments would result in a decrease in other equity - unrealized gain or loss on
financial assets at FVTOCI of NT$1,294,528 thousand and an increase in retained earnings of
NT$1,294,528 thousand on January 1, 2018.
(3) Debt investments were previously classified as available-for-sale financial assets under IAS 39.
Under IFRS 9, except for debt instruments of NT$779,489 thousand whose contractual cash
flows are not solely payments of principal and interest on the principal outstanding and
therefore are classified as at FVTPL with the related other equity-unrealized gain or loss on
available-for-sale financial assets of NT$10,085 thousand being consequently reclassified to
decrease retained earnings, the remaining debt investments are classified as at FVTOCI with
assessment of future 12-month expected credit loss because these investments are held within a
business model whose objective is both to collect the contractual cash flows and sell the
financial assets. The related other equity-unrealized gain or loss on available-for-sale financial
assets of NT$434,403 thousand is reclassified to decrease other equity-unrealized gain or loss
on financial assets at FVTOCI. As a result of retrospective application of future 12-month
expected credit loss, the adjustments would result in an increase in other equity - unrealized gain
or loss on financial assets at FVTOCI of NT$30,658 thousand and a decrease in retained
earnings of NT$30,658 thousand on January 1, 2018.
(4) Debt investments previously classified as held-to-maturity financial assets and measured at
amortized cost under IAS 39 are classified as measured at amortized cost with assessment of
future 12-month expected credit loss under IFRS 9 because the contractual cash flows are solely
payments of principal and interest on the principal outstanding and these investments are held
within a business model whose objective is to collect the contractual cash flows. As a result of
retrospective application of future 12-month expected credit loss, the adjustments would result
in an increase in loss allowance of NT$8,252 thousand and a decrease in retained earnings of
NT$8,252 thousand on January 1, 2018.
- 19 -
(5) With the retrospective adoption of IFRS 9 by associates accounted for using equity method, the
corresponding adjustments made by the Company would result in an increase in investments
accounted for using equity method of NT$8,259 thousand, a decrease in other equity- unrealized
gain or loss on financial assets at FVTOCI of NT$23,616 thousand, a decrease in other equity-
unrealized gain or loss on available-for-sale financial assets of NT$2,110 thousand and an
increase in retained earnings of NT$33,985 thousand on January 1, 2018.
Hedge accounting
The Company prospectively applies the requirements for hedge accounting upon initial application
of IFRS 9. In addition, due to the amendments to the Regulations Governing the Preparation of
Financial Reports by Securities Issuers, all derivative and non-derivative financial assets and
financial liabilities which are designated as hedging instruments are presented as financial assets
and financial liabilities for hedging starting 2018.
2) IFRS 15 “Revenue from Contracts with Customers” and related amendments
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers,
and will supersede IAS 18, “Revenue,” IAS 11, “Construction Contracts,” and a number of
revenue-related interpretations. Please refer to Note 4 for information relating to the relevant
accounting policies.
The Company elected only to retrospectively apply IFRS 15 to contracts that were not completed on
January 1, 2018 and elected not to restate prior reporting period with the cumulative effect of the
initial application recognized at the date of initial application.
The impact on assets, liabilities and equity when retrospectively applying IFRS 15 on January 1,
2018 is detailed below:
Carrying
Amount as of
December 31,
2017
(IAS 18 and
Revenue-related
Interpretations)
Adjustments
Arising from
Initial
Application
Carrying
Amount as of
January 1, 2018
(IFRS 15)
Note
Inventories
Contract assets
Investments accounted for using
equity method
$ 73,880,747 $
-
(19,745) $ 73,861,002
34,177
34,177
(1)
(1)
17,861,488
19,483
17,880,971
(1)
Total effect on assets
$
33,915
Provisions - current
Accrued expenses and other
current liabilities
13,961,787 $ (13,961,787)
-
(2)
65,588,396
13,961,787
79,550,183
(2)
Total effect on liabilities
$
-
Retained earnings
Non-controlling interests
1,233,362,010 $
702,110
32,030 1,233,394,040
703,995
1,885
(1)
(1)
Total effect on equity
$
33,915
- 20 -
(1) Prior to the application of IFRS 15, the Company recognizes revenue based on the accounting
treatment of the sales of goods. Under IFRS 15, certain subsidiaries and associates accounted
for using equity method will change to recognize revenue over time because customers are
deemed to have control over the products when the products are manufactured. As a result, the
Company will recognize contract assets (classified under other current assets) and adjust related
assets and equity accordingly.
(2) Prior to the application of IFRS 15, the Company recognized the estimation of sales returns and
allowance as provisions. Under IFRS 15, the Company recognizes such estimation as refund
liability (classified under accrued expenses and other current liabilities).
The following table shows the amount affected in the current period by the application of IFRS 15
as compared to IAS 18:
Impact on Assets, Liabilities and Equity
Decrease in inventories
Increase in contract assets
Increase in investments accounted for using equity method
Total effect on assets
Decrease in provisions - current
Increase in accrued expenses and other current liabilities
Increase in income tax payable
Total effect on liabilities
Increase in retained earnings
Increase in non-controlling interests
Total effect on equity
Impact on Total Comprehensive Income
Increase in net revenue
Increase in cost of revenue
Increase in share of the profit or loss of associates
Increase in income tax expense
Increase in net income for the year
Increase in net income/total comprehensive income attributable to:
Shareholders of the parent
Non-controlling interests
- 21 -
December 31,
2018
$
(29,610)
52,470
15,163
$
38,023
$ (22,672,634)
22,671,587
4,781
$
$
3,734
31,791
2,498
$
34,289
Year Ended
December 31,
2018
$ 53,517
(29,610)
15,163
(4,781)
$ 34,289
$ 31,791
2,498
$ 34,289
3) Please refer to Note 34 for the disclosure of amendment to IAS 7 “Disclosure Initiative”
b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers
for application starting from 2019 and the IFRSs issued by IASB and endorsed by FSC with effective
date starting 2019
New, Amended or Revised Standards and Interpretations
(the “New IFRSs”)
Effective Date
Announced by IASB (Note 1)
Annual Improvements to IFRSs 2015-2017 Cycle
Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”
IFRS 16 “Leases”
Amendments to IAS 19 “Plan Amendment, Curtailment or
January 1, 2019
January 1, 2019 (Note 2)
January 1, 2019
January 1, 2019 (Note 3)
Settlement”
Amendments to IAS 28 “Long-term Interests in Associates and Joint
January 1, 2019
Ventures”
IFRIC 23 “Uncertainty over Income Tax Treatments”
January 1, 2019
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on
or after their respective effective dates.
Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.
Note 3: The Company shall apply these amendments to plan amendments, curtailments or settlements
occurring on or after January 1, 2019.
Except for the following items, the Company believes that the adoption of aforementioned standards or
interpretations will not have a significant effect on the Company’s accounting policies.
1) IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 “Leases”, IFRIC 4
“Determining whether an Arrangement contains a Lease”, and a number of related interpretations.
Definition of a lease
Upon initial application of IFRS 16, the Company will apply the guidance of IFRS 16 in
determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on
or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will
not be reassessed and will be accounted for in accordance with the transitional provisions under
IFRS 16.
The Company as lessee
Upon initial application of IFRS 16, except for payments for low-value asset and short-term leases
which will be recognized as expenses on a straight-line basis, the Company will recognize
right-of-use assets and lease liabilities for all leases on the consolidated balance sheets. On the
consolidated statements of comprehensive income, the Company will present the depreciation
expense charged on right-of-use assets separately from the interest expense accrued on lease
liabilities and computed using the effective interest method. On the consolidated statements of
cash flows, cash payments for both the principal portion and the interest portion of lease liabilities
are classified within financing activities.
- 22 -
Upon initial application of IFRS 16, the Company will apply IFRS 16 retrospectively with the
cumulative effect of the initial application recognized at the date of initial application but will not
restate comparative information.
Leases agreements classified as operating leases under IAS 17, except for leases of low-value asset
and short-term leases, will be measured at the present value of the remaining lease payments,
discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets
are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or
accrued lease payments. Right-of-use assets are subject to impairment testing under IAS 36.
The Company will apply the following practical expedients to measure right-of-use assets and lease
liabilities on January 1, 2019 :
a) The Company will apply a single discount rate to a portfolio of leases with reasonably similar
characteristics to measure lease liabilities.
b) The Company will account for those leases for which the lease term ends on or before
December 31, 2019 as short-term leases.
c) Except for lease payment, the Company will exclude incremental costs of obtaining the lease
from the measurement of right-of-use assets on January 1, 2019.
d) The Company will determine lease terms (e.g. lease periods) based on the projected status on
January 1, 2019, to measure lease liabilities.
The weighted average lessee’s incremental borrowing rate used by the Company to calculate lease
liabilities recognized on January 1, 2019 is 1.46%. The reconciliation between the lease liabilities
recognized and the future minimum lease payments of non-cancellable operating lease on
December 31, 2018 is presented as follows:
The future minimum lease payments of non-cancellable operating lease on
December 31, 2018
Less: Recognition exemption for short-term leases
Undiscounted gross amounts on January 1, 2019
Discounted using the incremental borrowing rate on January 1, 2019
Add: Adjustments as a result of a different treatment of extension and
purchase options
Lease liabilities recognized on January 1, 2019
The Company as lessor
$ 20,849,585
(3,189,821)
$ 17,659,764
$ 16,465,599
3,438,016
$ 19,903,615
Except for sublease transactions, the Company will not make any adjustments for leases in which it
is a lessor, and will account for those leases under IFRS 16 starting from January 1, 2019. On the
basis of the remaining contractual terms and conditions on January 1, 2019, all of the Company’s
subleases will be classified as operating leases.
- 23 -
Impact on assets, liabilities and equity on January 1, 2019
Carrying
Amount as of
December 31,
2018
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2019
Other current assets
Right-of-use assets
Other noncurrent assets
Total effect on assets
$ 5,406,423
-
1,584,647
Accrued expenses and other current
liabilities
Lease liabilities - noncurrent
Other noncurrent liabilities
61,760,619
-
1,950,989
$
20,082,875
(118,242) $ 5,288,181
20,082,875
1,507,476
(77,171)
$ 19,887,462
$ 2,627,334
17,269,317
64,387,953
17,269,317
1,941,800
(9,189)
Total effect on liabilities
Total effect on equity
$ 19,887,462
$
-
c. The IFRSs issued by IASB but not yet endorsed and issued into effect by FSC
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
January 1, 2020 (Note 1)
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 and IAS 8 “Definition of Material”
January 1, 2020 (Note 2)
Note 1: The Company shall apply these amendments to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on
or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that
period.
Note 2: The Company shall apply these amendments prospectively for annual reporting periods
beginning on or after January 1, 2020.
As of the date the accompanying consolidated financial statements were issued, the Company continues
in evaluating the impact on its financial position and financial performance as a result of the initial
adoption of the aforementioned standards or interpretations. The related impact will be disclosed
when the Company completes the evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the convenience of readers, the accompanying consolidated financial statements have been translated
into English from the original Chinese version prepared and used in the R.O.C. If there is any conflict
between the English version and the original Chinese version or any difference in the interpretation of the
two versions, the Chinese-language consolidated financial statements shall prevail.
- 24 -
Statement of Compliance
The accompanying consolidated financial statements have been prepared in conformity with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed
by the FSC with the effective dates (collectively, “Taiwan-IFRSs”).
Basis of Preparation
The accompanying consolidated financial statements have been prepared on the historical cost basis except
for financial instruments that are measured at fair values, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
Basis of Consolidation
The basis for the consolidated financial statements
The consolidated financial statements incorporate the financial statements of TSMC and entities controlled
by TSMC (its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of
comprehensive income from the effective date of acquisition and up to the effective date of disposal, as
appropriate. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and
to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing
control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the
Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiaries. Any difference between the amount by which the non-controlling interests
are adjusted and the fair value of the consideration paid or received is recognized directly in equity and
attributed to shareholders of the parent.
When the Company loses control of a subsidiary, a gain or loss is recognized in profit or loss and is
calculated as the difference between:
a.
the aggregate of the fair value of consideration received and the fair value of any retained interest at the
date when control is lost; and
b. the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interest.
The Company shall account for all amounts recognized in other comprehensive income in relation to the
subsidiary on the same basis as would be required if the Company had directly disposed of the related
assets and liabilities.
The fair value of any investment retained in the former subsidiary at the date when control is lost is
regarded as the cost on initial recognition of an investment in an associate.
- 25 -
The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2018
December 31,
2017
Note
Name of Investor
Name of Investee
Main Businesses and Products
TSMC
TSMC North America
Selling and marketing of integrated
circuits and other semiconductor
devices
TSMC Europe B.V. (TSMC
Customer service and supporting
Europe)
TSMC Japan Limited (TSMC
Japan)
activities
Customer service and supporting
activities
San Jose, California,
U.S.A.
Amsterdam, the
Netherlands
Yokohama, Japan
TSMC Korea Limited (TSMC
Customer service and supporting
Seoul, Korea
Korea)
activities
TSMC Partners, Ltd. (TSMC
Investing in companies involved in the
Partners)
design, manufacture, and other
related business in the semiconductor
industry and other investment
activities
Tortola, British
Virgin Islands
TSMC Global, Ltd. (TSMC
Investment activities
Global)
TSMC China Company
Manufacturing, selling, testing and
Tortola, British
Virgin Islands
Shanghai, China
Limited (TSMC China)
computer-aided design of integrated
circuits and other semiconductor
devices
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
TSMC Nanjing Company
Manufacturing, selling, testing and
Nanjing, China
100%
100%
Limited (TSMC Nanjing)
VisEra Technologies Company
Ltd. (VisEra Tech)
computer-aided design of integrated
circuits and other semiconductor
devices
Engaged in manufacturing electronic
spare parts and in researching,
developing, designing,
manufacturing, selling, packaging
and testing of color filter
Hsin-Chu, Taiwan
87%
87%
TSMC Partners
VentureTech Alliance Fund II,
Investing in new start-up technology
Cayman Islands
L.P. (VTAF II)
companies
VentureTech Alliance Fund III,
Investing in new start-up technology
Cayman Islands
L.P. (VTAF III)
companies
TSMC Solar Europe GmbH
TSMC Development, Inc.
(TSMC Development)
TSMC Technology, Inc.
(TSMC Technology)
TSMC Design Technology
Canada Inc. (TSMC Canada)
Selling of solar related products and
providing customer service
Investing in companies involved in the
manufacturing related business in the
semiconductor industry
Engineering support activities
Hamburg, Germany
Delaware, U.S.A.
Delaware, U.S.A.
Engineering support activities
Ontario, Canada
InveStar Semiconductor
Investing in new start-up technology
Cayman Islands
Development Fund, Inc.
(ISDF)
companies
98%
98%
100%
100%
100%
100%
97%
98%
98%
100%
100%
100%
100%
97%
-
a)
a)
a)
a)
-
-
b)
-
a)
a)
a) , c)
-
a)
a)
a) , c)
InveStar Semiconductor
Investing in new start-up technology
Cayman Islands
97%
97%
a) , c)
Development Fund, Inc. (II)
LDC. (ISDF II)
companies
TSMC Development
WaferTech, LLC (WaferTech)
Manufacturing, selling and testing of
integrated circuits and other
semiconductor devices
Washington, U.S.A.
100%
100%
VTAF III
Growth Fund Limited (Growth
Investing in new start-up technology
Cayman Islands
100%
100%
Fund)
companies
-
a)
Note a: This is an immaterial subsidiary for which the consolidated financial statements are not audited by the Company’s independent auditors.
Note b: Under the investment agreement entered into with the municipal government of Nanjing, China, the Company will make an investment in Nanjing in the amount of approximately US$3
billion to establish a subsidiary operating a 300mm wafer fab with the capacity of 20,000 12-inch wafers per month, and a design service center.
Note c: The subsidiary is under liquidation procedures.
Foreign Currencies
The financial statements of each individual consolidated entity were expressed in the currency which
reflected its primary economic environment (functional currency). The functional currency of TSMC and
presentation currency of the consolidated financial statements are both New Taiwan Dollars (NT$). In
preparing the consolidated financial statements, the operating results and financial positions of each
consolidated entity are translated into NT$.
In preparing the financial statements of each individual consolidated entity, transactions in currencies other
than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing
at the dates of the transactions. At the end of each reporting period, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at that date. Such exchange differences are
recognized in profit or loss in the year in which they arise. Non-monetary items measured at fair value
that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair
value was determined. Exchange differences arising on the retranslation of non-monetary items are
- 26 -
included in profit or loss for the year except for exchange differences arising on the retranslation of
non-monetary items in respect of which gains and losses are recognized directly in other comprehensive
income, in which case, the exchange differences are also recognized directly in other comprehensive
income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not
retranslated.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s
foreign operations are translated into NT$ using exchange rates prevailing at the end of each reporting
period. Income and expense items are translated at the average exchange rates for the period. Exchange
differences arising, if any, are recognized in other comprehensive income and accumulated in equity
(attributed to non-controlling interests as appropriate).
Classification of Current and Noncurrent Assets and Liabilities
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or
consumed within one year from the end of the reporting period. Current liabilities are obligations incurred
for trading purposes and obligations expected to be settled within one year from the end of the reporting
period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities,
respectively.
Cash Equivalents
Cash equivalents, for the purpose of meeting short-term cash commitments, consist of highly liquid time
deposits and investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial Instruments
Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual
provisions of the instruments.
Financial assets and liabilities are initially recognized at fair values. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in profit or loss.
Financial Assets
The classification of financial assets depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition. Regular way purchases or sales of financial assets are
recognized and derecognized on a trade date or settlement date basis for which financial assets were
classified in the same way, respectively. Regular way purchases or sales are purchases or sales of
financial assets that require delivery of assets within the time frame established by regulation or convention
in the marketplace.
a. Category of financial assets and measurement
2018
Financial assets are classified into the following categories: financial assets at FVTPL, investments in
debt instruments and equity instruments at FVTOCI, and financial assets at amortized cost.
- 27 -
1) Financial asset at FVTPL
For certain financial assets which include debt instruments that do not meet the criteria of amortized
cost or FVTOCI, it is mandatorily required to measure them at FVTPL. Any gain or loss arising
from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or
loss incorporates any interest earned on the financial asset.
2) Investments in debt instruments at FVTOCI
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of collecting contractual
cash flows and selling the financial assets, are measured at FVTOCI.
Interest income calculated using the effective interest method, foreign exchange gains and losses
and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in
profit or loss. Other changes in the carrying amount of these debt instruments are recognized in
other comprehensive income and will be reclassified to profit or loss when these debt instruments
are disposed.
3) Investments in equity instruments at FVTOCI
On initial recognition, the Company may irrevocably designate investments in equity investments
that is not held for trading as at FVTOCI.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains
and losses arising from changes in fair value recognized in other comprehensive income and
accumulated in other equity.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss
when the Company’s right to receive the dividends is established, unless the Company’s rights
clearly represent a recovery of part of the cost of the investment.
4) Measured at amortized cost
Cash and cash equivalents, debt instrument investments, notes and accounts receivable (including
related parties), other receivables and refundable deposits are measured at amortized cost.
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of holding financial assets
in order to collect contractual cash flows, are measured at amortized cost.
Subsequent to initial recognition, financial assets measured at amortized cost are measured at
amortized cost, which equals to carrying amount determined by the effective interest method less
any impairment loss.
2017
Financial assets are classified into the following specified categories: Financial assets at FVTPL,
available-for-sale financial assets, held-to-maturity financial assets and loans and receivables.
1) Financial asset at FVTPL
Financial assets are classified as at fair value through profit or loss when the financial asset is either
held for trading or it is designated as at fair value through profit or loss.
- 28 -
Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
2) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated as
available-for-sale or are not classified as (a) loans and receivables, (b) held-to-maturity financial
assets or (c) financial assets at fair value through profit or loss.
income from
Available-for-sale financial assets are measured at fair value.
available-for-sale monetary financial assets and dividends on available-for-sale equity investments
are recognized in profit or loss. Other changes in the carrying amount of available-for-sale
financial assets are recognized in other comprehensive income. When the investment is disposed
of or is determined to be impaired, the cumulative gain or loss previously recognized in other
comprehensive income is reclassified to profit or loss.
Interest
Dividends on available-for-sale equity instruments are recognized in profit or loss when the
Company’s right to receive the dividends is established.
Available-for-sale equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured are measured at cost less any identified impairment
losses at the end of each reporting period. Such equity instruments are subsequently remeasured at
fair value when their fair value can be reliably measured, and the difference between the carrying
amount and fair value is recognized in profit or loss or other comprehensive income.
3) Held-to-maturity financial assets
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity dates that the Company has the positive intent and ability to hold to
maturity. Subsequent to initial recognition, held-to-maturity financial assets are measured at
amortized cost using the effective interest method less any impairment.
4) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Loans and receivables including cash and cash equivalents,
notes and accounts receivable and other receivables are measured at amortized cost using the
effective interest method, less any impairment, except for those loans and receivables with
immaterial discounted effect.
b. Impairment of financial assets
2018
At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial
assets at amortized cost (including accounts receivable) and for investments in debt instruments that are
measured at FVTOCI.
The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit
losses. For financial assets at amortized cost and investments in debt instruments that are measured at
FVTOCI, when the credit risk on the financial instrument has not increased significantly since initial
recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from
possible default events of a financial instrument within 12 months after the reporting date. If, on the
other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance
is recognized at an amount equal to expected credit loss resulting from all possible default events over
the expected life of a financial instrument.
- 29 -
The Company recognizes an impairment loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is
recognized in other comprehensive income and does not reduce the carrying amount of the financial
asset.
2017
Financial assets, other than those carried at FVTPL, are assessed for indicators of impairment at the end
of each reporting period. Those financial assets are considered to be impaired when there is objective
evidence that, as a result of one or more events that occurred after the initial recognition of the financial
assets, their estimated future cash flows have been affected.
For financial assets carried at amortized cost, such as trade receivables, assets that are assessed not to be
impaired individually are, in addition, assessed for impairment on a collective basis. The Company
assesses the collectability of receivables by performing the account aging analysis and examining
current trends in the credit quality of its customers.
For financial assets carried at amortized cost, the amount of the impairment loss is the difference
between the asset’s carrying amount and the present value of estimated future cash flows, discounted at
the financial asset’s original effective interest rate.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the
impairment loss decreases and the decrease can be related objectively to an event occurring after the
impairment loss was recognized, the previously recognized impairment loss is reversed through profit
or loss to the extent that the carrying amount of the financial assets at the date the impairment loss is
reversed does not exceed what the amortized cost would have been had the impairment loss not been
recognized.
When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses
previously recognized in other comprehensive income are reclassified to profit or loss in the year.
In respect of available-for-sale equity instruments, impairment losses previously recognized in profit or
loss are not reversed through profit or loss. Any increase in fair value subsequent to the recognition of
an impairment loss is recognized in other comprehensive income and accumulated under the heading of
unrealized gains or losses from available-for-sale financial assets.
For financial assets carried at cost, the amount of the impairment loss is measured as the difference
between the asset’s carrying amount and the present value of the estimated future cash flows discounted
at the current market rate of return for a similar financial asset. Such impairment loss will not be
reversed in subsequent periods.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through the use of
an allowance account. When a trade receivable is considered uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are credited against the
allowance account.
c. Derecognition of financial assets
2018
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the
financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards
of ownership of the financial asset to another entity.
- 30 -
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable and the cumulative gain or
loss that had been recognized in other comprehensive income is recognized in profit or loss. However,
on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that
had been recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
2017
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the
financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards
of ownership of the financial asset to another entity.
On derecognition of a financial asset in its entirety, the difference between the financial asset’s carrying
amount and the sum of the consideration received and receivable and the cumulative gain or loss that
had been recognized in other comprehensive income and accumulated in equity is recognized in profit
or loss.
Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
FVTPL.
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either
held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at FVTPL are subsequently
measured at amortized cost at the end of each reporting period.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial liability
derecognized and the consideration paid and payable is recognized in profit or loss.
- 31 -
Derivative Financial Instruments
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative financial instrument is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or
loss depends on the nature of the hedge relationship.
Financial Instruments Designated as at Fair Value through Profit or Loss
A financial instrument may be designated as at FVTPL upon initial recognition. The financial instrument
forms part of a group of financial assets or financial liabilities or both, which is managed and its
performance is evaluated on a fair value basis, in accordance with the Company’s documented risk
management or investment strategy, and information about the grouping is provided internally on that basis.
Hedge Accounting
a. Fair value hedge
The Company designates certain hedging instruments, such as interest rate futures contracts, to partially
hedge against the price risk caused by changes in interest rates in the Company’s investments in fixed
income securities as fair value hedge. Changes in the fair value of hedging instrument that are
designated and qualify as fair value hedges are recognized in profit or loss immediately, together with
any changes in the fair value of the hedged asset that are attributable to the hedged risk.
b. Cash flow hedge
The Company designates certain hedging instruments, such as forward exchange contracts and foreign
currency deposits, to partially hedge its foreign exchange rate risks associated with certain highly
probable forecast transactions (capital expenditures). The effective portion of changes in the fair value
of hedging instruments is recognized in other comprehensive income. When the forecast transactions
actually take place, the associated gains or losses that were recognized in other comprehensive income
are removed from equity and included in the initial cost of the hedged items. The gains or losses from
hedging instruments relating to the ineffective portion are recognized immediately in profit or loss.
2018
The Company prospectively discontinues hedge accounting only when the hedging relationship ceases
to meet the qualifying criteria; for instance when the hedging instrument expires or is sold, terminated
or exercised.
2017
Hedge accounting was discontinued prospectively when the Company revoked the designated hedging
relationship, when the hedging instrument expired or was sold, terminated, or exercised; or no longer
met the criteria for hedge accounting.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost
and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value
represents the estimated selling price of inventories less all estimated costs of completion and costs
necessary to make the sale.
- 32 -
Investments Accounted for Using Equity Method
Investments accounted for using the equity method are investments in associates.
An associate is an entity over which the Company has significant influence and that is neither a subsidiary
nor a joint venture. Significant influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies.
The operating results and assets and liabilities of associates are incorporated in these consolidated financial
statements using the equity method of accounting. Under the equity method, an investment in an associate
is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to
recognize the Company’s share of profit or loss and other comprehensive income of the associate as well as
the distribution received. The Company also recognizes its share in the changes in the equities of
associates.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable
assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized
as goodwill, which is included within the carrying amount of the investment. Any excess of the
Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the
cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell)
with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount
of the investment subsequently increases.
The Company discontinues the use of the equity method from the date when the Company ceases to have
significant influence over an associate. When the Company retains an interest in the former associate, the
Company measures the retained interest at fair value at that date. The difference between the carrying
amount of the associate at the date the equity method was discontinued, and the fair value of any retained
interest and any proceeds from disposing of a part interest in the associate is included in the determination
of the gain or loss on disposal of the associate. In addition, the Company shall account for all amounts
recognized in other comprehensive income in relation to that associate on the same basis as would be
required if the associate had directly disposed of the related assets or liabilities. If the Company’s
ownership interest in an associate is reduced as a result of disposal, but the investment continues to be an
associate, the Company should reclassify to profit or loss only a proportionate amount of the gain or loss
previously recognized in other comprehensive income.
When the Company subscribes to additional shares in an associate at a percentage different from its existing
ownership percentage, the resulting carrying amount of the investment differs from the amount of the
Company’s proportionate interest in the net assets of the associate. The Company records such a
difference as an adjustment to investments with the corresponding amount charged or credited to capital
surplus. If the Company’s ownership interest is reduced due to the additional subscription to the shares of
associate by other investors, the proportionate amount of the gains or losses previously recognized in other
comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as
would be required if the associate had directly disposed of the related assets or liabilities.
When a consolidated entity transacts with an associate, profits and losses resulting from the transactions
with the associate are recognized in the Company’s consolidated financial statements only to the extent of
interests in the associate that are not owned by the Company.
- 33 -
Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment. Costs include any incremental costs that are directly attributable to the construction or
acquisition of the item of property, plant and equipment.
Property, plant and equipment in the course of construction for production, supply or administrative
purposes are carried at cost, less any recognized impairment loss. Such assets are classified to the
appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as other identical categories of property, plant and
equipment, commences when the assets are available for their intended use.
Depreciation is recognized so as to write off the cost of the assets less their residual values over their useful
lives, and it is computed using the straight-line method over the following estimated useful lives: land
improvements - 20 years; buildings - 10 to 20 years; machinery and equipment - 2 to 5 years; and office
equipment - 3 to 5 years. The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a
prospective basis. Land is not depreciated.
An item of property, plant and equipment is derecognized upon disposal or when no future economic
benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal
or retirement of an item of property, plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognized in profit or loss.
Leases
Leases are classified as finance lease whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
The Company as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant
lease.
The Company as lessee
Operating lease payments are recognized as an expense on a straight-line basis over the lease term.
Intangible Assets
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of
the business less accumulated impairment losses, if any.
Other intangible assets
Other separately acquired intangible assets with finite useful lives are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized using the straight-line
method over the following estimated useful lives: Technology license fees - the estimated life of the
technology or the term of the technology transfer contract; software and system design costs - 3 years or
contract period; patent and others - the economic life or contract period. The estimated useful life and
amortization method are reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis.
- 34 -
Impairment of Tangible and Intangible Assets
Goodwill
Goodwill is not amortized and instead is tested for impairment annually, or more frequently when there is
an indication that the cash generating unit may be impaired. For the purpose of impairment testing,
goodwill is allocated to each of the Company’s cash-generating units or groups of cash-generating units
that are expected to benefit from the synergies of the combination. If the recoverable amount of a
cash-generating unit is less than its carrying amount, the difference is allocated first to reduce the carrying
amount of any goodwill allocated to such cash generating unit and then to the other assets of the cash
generating unit pro rata based on the carrying amount of each asset in the cash generating unit. Any
impairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for
goodwill is not reversed in subsequent periods.
Other tangible and intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an
individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the
asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are
also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of
cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An
impairment loss is recognized immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit
is increased to the revised estimate of its recoverable amount, but the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for
the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized
immediately in profit or loss.
Provision
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows.
- 35 -
Guarantee Deposit
Guarantee deposit mainly consists of cash received under deposit agreements with customers to ensure they
have access to the Company’s specified capacity; and as guarantee of accounts receivable to ensure
payment from customers. Cash received from customers is recorded as guarantee deposit upon receipt.
Guarantee deposits are refunded to customers when terms and conditions set forth in the deposit agreements
have been satisfied.
Revenue Recognition
2018
The Company recognizes revenue when performance obligations are satisfied. The performance obligations
are satisfied when customers obtain control of the promised goods which is generally when the goods are
delivered to the customers’ specified locations.
Revenue from sale of goods is measured at the fair value of the consideration received or receivable.
Revenue is reduced for estimated customer returns, rebates and other similar allowances. Estimated sales
returns and other allowances is generally made and adjusted based on historical experience and the
consideration of varying contractual terms to recognize refund liabilities, which is classified under accrued
expenses and other current liabilities.
In principle, payment term granted to customers is due 30 days from the invoice date or 30 days from the
end of the month of when the invoice is issued. Due to the short term nature of the receivables from sale
of goods with the immaterial discounted effect, the Company measures them at the original invoice
amounts without discounting.
2017
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for
estimated customer returns, rebates and other similar allowances.
Sale of goods
Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which
time all the following conditions are satisfied:
The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
The Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
The amount of revenue can be measured reliably;
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
It is probable that the economic benefits associated with the transaction will flow to the Company; and
In principle, payment term granted to customers is due 30 days from the invoice date or 30 days from the
end of the month of when the invoice is issued. Due to the short term nature of the receivables from sale
of goods with the immaterial discounted effect, the Company measures them at the original invoice
amounts without discounting.
- 36 -
Dividend and interest income
Dividend income from investments is recognized when the shareholder’s right to receive payment has been
established, provided that it is probable that the economic benefits will flow to the Company and the
amount of income can be measured reliably.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow
to the Company and the amount of income can be measured reliably. Interest income is accrued on a time
basis, by reference to the principal outstanding and at the effective interest rate applicable.
Employee Benefits
Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount
of the benefits expected to be paid in exchange for service rendered by employees.
Retirement benefits
For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense
when the employees have rendered service entitling them to the contribution. For defined benefit
retirement benefit plans, the cost of providing benefit is recognized based on actuarial calculations.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit
retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including
current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee
benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the
return on plan assets (excluding interest), is recognized in other comprehensive income in the period in
which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in
retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Income tax on unappropriated earnings (excluding earnings from foreign consolidated subsidiaries) is
expensed in the year the shareholders approved the appropriation of earnings which is the year subsequent
to the year the earnings are generated.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the consolidated financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred
tax assets are generally recognized for all deductible temporary differences, net operating loss
carryforwards and tax credits for research and development expenses to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilized.
- 37 -
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, except where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with such investments are only
recognized to the extent that it is probable that there will be sufficient taxable profits against which to
utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also
reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient
taxable profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in
which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities
and assets reflects the tax consequences that would follow from the manner in which the Company expects,
at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity, respectively.
Government Grants
Government grants are not recognized until there is reasonable assurance that the Company will comply
with the conditions attaching to them and that the grants will be received.
Government grants whose primary condition is that the Company should purchase, construct or otherwise
acquire noncurrent assets (mainly including land use right and depreciable assets) are recognized as a
deduction from the carrying amount of the related assets and recognized as a reduced depreciation or
amortization charge in profit or loss over the contract period or useful lives of the related assets.
Government grants that are receivables as compensation for expenses already incurred are deducted from
incurred expenses in the period in which they become receivables.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
In the application of the aforementioned Company’s accounting policies, the Company is required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or
in the year of the revision and future years if the revision affects both current and future years.
- 38 -
Revenue Recognition
The Company recognizes revenue when the conditions described in Note 4 are satisfied. The Company
also records estimated future returns and other allowances in the same period the related revenue is
recorded. Estimated sales returns and other allowances is generally made and adjusted based on historical
experience and the consideration of varying contractual terms, and the Company periodically reviews the
adequacy of the estimation used.
Timing to commence depreciation of property, plant and equipment
As described in Note 4, depreciation of property, plant and equipment begins when the assets are available
for use, and in the condition necessary for the assets to be capable of operating in the intended manner.
The criteria to determine whether assets are available for their intended use vary within categories of assets
as well as involve subjective judgments, thus validity of the timing to commence depreciation of property,
plant and equipment could have a material impact on the Company’s financial performance.
Impairment of Tangible and Intangible Assets Other than Goodwill
In the process of evaluating the potential impairment of tangible and intangible assets other than goodwill,
the Company is required to make subjective judgments in determining the independent cash flows, useful
lives, expected future revenue and expenses related to the specific asset groups with the consideration of the
nature of semiconductor industry. Any changes in these estimates based on changed economic conditions
or business strategies could result in significant impairment charges or reversal in future years.
Impairment of Goodwill
The assessment of impairment of goodwill requires the Company to make subjective judgment to determine
the identified cash-generating units, allocate the goodwill to relevant cash-generating units and estimate the
recoverable amount of relevant cash-generating units.
Impairment Assessment on Investment Using Equity Method
The Company assesses the impairment of investments accounted for using the equity method whenever
triggering events or changes in circumstances indicate that an investment may be impaired and carrying
value may not be recoverable. The Company measures the impairment based on a projected future cash
flow of the investees, including the underlying assumptions of sales growth rate and capacity utilization rate
formulated by such investees’ internal management team. The Company also takes into account market
conditions and the relevant industry trends to ensure the reasonableness of such assumptions.
Realization of Deferred Income Tax Assets
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be
available against which those deferred tax assets can be utilized. Assessment of the realization of the
deferred tax assets requires subjective judgment and estimate, including the future revenue growth and
profitability, tax holidays, the amount of tax credits can be utilized and feasible tax planning strategies.
Any changes in the global economic environment, the industry trends and relevant laws and regulations
could result in significant adjustments to the deferred tax assets.
Fair Value Measurement of Non-publicly Traded Equity Investments
The fair value measurement for non-publicly traded equity investments is determined by the estimated fair
value under appropriate valuation methods primarily based on investees’ financial positions, operation
results and recent financing activities, the market transaction prices of similar investments, market
conditions and the required discount factors. As such, the estimated fair value may be different from the
actual disposal price in the future. The Company assesses the fair value quarterly based on market
- 39 -
conditions to ensure the appropriateness of fair value measurement of non-publicly traded equity
investments.
Valuation of Inventory
Inventories are stated at the lower of cost or net realizable value, and the Company uses judgment and
estimate to determine the net realizable value of inventory at the end of each reporting period.
The Company estimates the net realizable value of inventory for obsolescence and unmarketable items at
the end of reporting period and then writes down the cost of inventories to net realizable value. The net
realizable value of the inventory is mainly determined based on assumptions of future demand within a
specific time horizon.
Recognition and Measurement of Defined Benefit Plans
Net defined benefit liability and the resulting defined benefit costs under defined benefit pension plans are
calculated using the Projected Unit Credit Method. Actuarial assumptions comprise the discount rate, rate
of employee turnover, and future salary increase rate. Changes in economic circumstances and market
conditions will affect these assumptions and may have a material impact on the amount of the expense and
the liability.
6. CASH AND CASH EQUIVALENTS
Cash and deposits in banks
Repurchase agreements collateralized by corporate bonds
Commercial paper
Agency bonds
December 31,
2018
December 31,
2017
$ 575,825,502
1,229,600
759,499
-
$ 551,919,770
-
695,901
776,025
$ 577,814,601
$ 553,391,696
Deposits in banks consisted of highly liquid time deposits that were readily convertible to known amounts
of cash and were subject to an insignificant risk of changes in value.
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets
Mandatorily measured at FVTPL
Agency mortgage-backed securities
Forward exchange contracts
Held for trading
Forward exchange contracts
Financial liabilities
Held for trading
Forward exchange contracts
- 40 -
December 31,
2018
December 31,
2017
$ 3,419,287
85,303
3,504,590
$
-
-
-
-
569,751
$ 3,504,590
$
569,751
$
40,825
$
26,709
The Company entered into derivative contracts to manage exposures due to fluctuations of foreign
exchange rates. These derivative contracts did not meet the criteria for hedge accounting. Therefore, the
Company did not apply hedge accounting treatment for these derivative contracts.
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2018
Sell NT$/Buy EUR
Sell NT$/Buy JPY
Sell US$/Buy EUR
Sell US$/Buy JPY
Sell US$/Buy RMB
Sell US$/Buy NT$
Sell RMB/Buy US$
December 31, 2017
Sell NT$/Buy EUR
Sell NT$/Buy JPY
Sell US$/Buy JPY
Sell US$/Buy RMB
Sell US$/Buy NT$
Sell RMB /Buy EUR
Sell RMB/Buy JPY
Sell RMB/Buy GBP
January 2019 to March 2019
January 2019 to March 2019
January 2019
January 2019
January 2019
January 2019 to February 2019
January 2019
NT$18,545,854/EUR527,000
NT$4,757,858/JPY17,200,000
US$495/EUR434
US$175,591/JPY19,389,014
US$318,000/RMB2,188,747
US$127,000/NT$3,908,635
RMB667,539/US$97,000
January 2018 to February 2018
February 2018
January 2018
January 2018
January 2018 to February 2018
January 2018
January 2018
January 2018
NT$6,002,786/EUR169,000
NT$996,294/JPY3,800,000
US$2,191/JPY246,724
US$558,000/RMB3,679,575
US$1,661,500/NT$49,673,320
RMB38,967/EUR4,994
RMB409,744/JPY7,062,536
RMB3,637/GBP413
Investments in debt instruments at FVTOCI were classified as available-for-sale financial assets under IAS
39. Refer to Notes 3 and 9 for information relating to their reclassification and comparative information
for 2017.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME-2018
Investments in debt instruments at FVTOCI
Corporate bonds
Agency bonds/Agency mortgage-backed securities
Asset-backed securities
Government bonds
Commercial paper
Investments in equity instruments at FVTOCI
Non-publicly traded equity investments
Publicly traded stocks
- 41 -
December 31,
2018
$ 40,753,582
31,288,762
15,670,295
11,151,359
107,590
98,971,588
3,910,681
590,152
4,500,833
$ 103,472,421
(Continued)
Current
Noncurrent
December 31,
2018
$ 99,561,740
3,910,681
$ 103,472,421
(Concluded)
These investments in equity instruments are held for medium to long-term purposes and therefore are
accounted for as FVTOCI.
For the year ended December 31, 2018, the Company sold shares of stocks for NT$840,605 thousand
mainly because the strategic purpose no longer exists and the non-publicly traded investee has been
merged. The related other equity-unrealized gain or loss on financial assets at FVTOCI of NT$1,193,056
thousand was transferred to decrease retained earnings.
For dividends from equity investments designated as at FVTOCI recognized during the year ended
December 31, 2018, please refer to Note 28. All the dividends are from investments held at the end of the
reporting period.
As of December 31, 2018, the cumulative loss allowance for expected credit loss of NT$29,723 thousand is
recognized under investments in debt instruments at FVTOCI. Refer to Note 36 for information relating
to their credit risk management and expected credit loss.
Investments in equity and debt instruments at FVTOCI were classified as available-for-sale financial assets
and cost methods (only for equity instruments) under IAS 39. Refer to Notes 3, 9 and 12 (only for equity
instruments) for information relating to their reclassification and comparative information for 2017.
9. AVAILABLE-FOR-SALE FINANCIAL ASSETS-2017
Corporate bonds
Agency bonds/Agency mortgage-backed securities
Asset-backed securities
Government bonds
Publicly traded stocks
Commercial paper
December 31,
2017
$ 40,165,148
29,235,388
13,459,545
7,817,723
2,548,054
148,295
$ 93,374,153
- 42 -
10. HELD-TO-MATURITY FINANCIAL ASSETS-2017
Corporate bonds
Structured product
Current portion
Noncurrent portion
11. FINANCIAL ASSETS AT AMORTIZED COST-2018
Corporate bonds
Commercial paper
Less: Allowance for impairment loss
Current portion
Noncurrent portion
December 31,
2017
$ 19,338,764
1,482,950
$ 20,821,714
$ 1,988,385
18,833,329
$ 20,821,714
December 31,
2018
$ 19,519,941
2,294,098
(8,147)
$ 21,805,892
$ 14,277,615
7,528,277
$ 21,805,892
Financial assets at amortized cost were classified as held-to-maturity financial assets under IAS 39. Refer
to Notes 3 and 10 for information relating to their reclassification and comparative information for 2017.
Refer to Note 36 for information relating to credit risk management and expected credit loss for financial
assets at amortized cost.
12. FINANCIAL ASSETS CARRIED AT COST-2017
The Company’s investment classified as financial assets carried at cost primarily consists of non-publicly
traded equity investments. Since there is a wide range of estimated fair values of the Company’s
investments in non-publicly traded equity investments, the Company concludes that the fair value cannot be
reliably measured and therefore should be measured at the cost less any impairment.
The stock of Aquantia was listed in November 2017. Accordingly, the Company reclassified the
aforementioned investment from financial assets carried at cost to available-for-sale financial assets.
- 43 -
13. HEDGING FINANCIAL INSTRUMENTS
2018
Financial assets- current
Cash flow hedges
Forward exchange contracts
Financial liabilities- current
Fair value hedges
Interest rate futures contracts
Cash flow hedges
Forward exchange contracts
Fair value hedge
December 31,
2018
$ 23,497
$ 153,891
1,941
$ 155,832
The Company entered into interest rate futures contracts, which are used to partially hedge against the price
risk caused by changes in interest rates in the Company’s investments in fixed income securities. The
hedge ratio is adjusted in response to the changes in the financial market and capped at 100%.
On the basis of economic relationships, the Company expects that the value of the interest rate futures
contracts and the value of the hedged financial assets will change in opposite directions in response to
movements in interest rates.
The main source of hedge ineffectiveness in these hedging relationships is the credit risk of the hedged
financial assets, which is not reflected in the fair value of the interest rate future contracts. No other
sources of ineffectiveness emerged from these hedging relationships. Amount of hedge ineffectiveness
recognized in profit or loss is classified under other gains and losses.
The following tables summarize the information relating to the hedges of interest rate risk as of December
31, 2018.
Hedging Instruments
Contract
Amount
(US$ in
Thousands)
Maturity
US treasury bonds interest rate futures contracts
US$ 330,300
March 2019
Hedged Items
Asset Carrying
Amount as of
December 31,
2018
Asset
Accumulated
Amount of Fair
Value Hedge
Adjustments
Financial assets at FVTOCI
$ 23,229,530
$
(13,508)
- 44 -
The effect for the year ended December 31, 2018 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
US treasury bonds interest rate futures contracts
Hedged Items
Financial assets at FVTOCI
Cash flow hedge
Increase
(Decrease) in
Value Used for
Calculating
Hedge
Ineffectiveness
$ 11,460
(13,846)
$
(2,386)
The Company entered into forward exchange contracts and foreign currency deposits to partially hedge
foreign exchange rate risks associated with certain highly probable forecast transactions (capital
expenditures). The hedge ratio is adjusted in response to the changes in the financial market and capped at
100%. The forward exchange contracts have maturities of 12 months or less.
On the basis of economic relationships, the Company expects that the value of forward exchange contracts
and foreign currency deposits and the value of hedged transactions will change in opposite directions in
response to movements in foreign exchange rates.
The main source of hedge ineffectiveness in these hedging relationships is driven by the effect of the
counterparty’s own credit risk on the fair value of forward exchange contracts and foreign currency deposits.
No other sources of ineffectiveness emerged from these hedging relationships. For the year ended
December 31, 2018, refer to Note 25(d) for gain or loss arising from changes in the fair value of hedging
instruments and the amount transferred to initial carrying amount of hedged items.
The following tables summarize the information relating to the hedges for foreign currency risk as of
December 31, 2018.
Hedging Instruments
Forward exchange contracts
Contract Amount
(in Thousands)
Maturity
Balance in
Other Equity
(Continuing
Hedges)
NT$ 3,917,657
/EUR 112,000
February 2019 to
April 2019
$ 23,601
- 45 -
The effect for the year ended December 31, 2018 is detailed below:
Hedged Items
Hedging Instruments
Forward exchange contracts
Foreign currency deposits
Hedged Items
Forecast transaction (capital expenditures)
2017
Increase
(Decrease) in
Value Used for
Calculating
Hedge
Ineffectiveness
$ 34,563
6,412
$ 40,975
$ (40,975)
The Company’s hedging policies for 2017 are the same as those mentioned previously in 2018, the
instruments employed are as follows:
Financial assets- current
Fair value hedges
Interest rate futures contracts
Cash flow hedges
Forward exchange contracts
Financial liabilities- current
Cash flow hedges
Forward exchange contracts
December 31,
2017
$ 27,016
7,378
$ 34,394
$ 15,562
The Company entered into interest rate futures contracts, which are used to partially hedge against the price
risk caused by changes in interest rates in the Company’s investments in fixed income securities.
The outstanding interest rate futures contracts consisted of the following:
Maturity Period
December 31, 2017
March 2018
Contract Amount
(US$ in Thousands)
US$ 169,400
The Company entered into forward exchange contracts to partially hedge foreign exchange rate risks
associated with certain highly probable forecast transactions (capital expenditures). These contracts have
maturities of 12 months or less.
- 46 -
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2017
Sell NT$/Buy EUR
February 2018 to May 2018
NT$2,649,104/EUR75,000
14. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2018
December 31,
2017
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 125,025,575 $ 121,604,989
(471,741)
121,133,248
-
125,018,322
3,595,069
(7,253)
The Company signed a contract with the bank to sell certain accounts receivable without recourse and
transaction cost required. These accounts receivable are classified as at FVTOCI because they are held
within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets.
$ 128,613,391
$ 121,133,248
2018
In principle, the payment term granted to customers is due 30 days from the invoice date or 30 days from
the end of the month when the invoice is issued. Aside from recognizing impairment losses on
credit-impaired accounts receivable, the Company recognizes loss allowance based on the expected credit
loss ratio of customers by different risk levels. Such risk levels are determined with factors of historical
loss ratios and customers’ financial conditions, competitiveness and business outlook. For accounts
receivable past due over 90 days without collaterals or guarantees, the Company recognizes loss allowance
at full amount.
Aging analysis of notes and accounts receivable, net
December 31,
2018
$ 113,126,484
15,006,461
472,833
4,654
2,959
$ 128,613,391
Not past due
Past due
Past due within 30 days
Past due 31-60 days
Past due 61-120 days
Past due over 121 days
- 47 -
Movements of the loss allowance for accounts receivable
Balance at January 1, 2018 (IAS 39)
Effect of retrospective application of IFRS 9
Balance at January 1, 2018 (IFRS 9)
Provision (Reversal)
Effect of exchange rate changes
Balance at December 31, 2018
$ 471,741
(244,773)
226,968
(219,714)
(1)
$
7,253
For the year ended December 31, 2018, the decrease in loss allowance was mainly due to the
variations from accounts receivable balance of different risk levels.
2017
In principle, the payment term granted to customers is due 30 days from the invoice date or 30 days from
the end of the month of when the invoice is issued. The allowance for doubtful receivables is assessed by
reference to the collectability of receivables by performing the account aging analysis, historical experience
and current financial condition of customers.
Except for those impaired, for the rest of the notes and accounts receivable, the account aging analysis at
the end of the reporting period is summarized in the following table. There was no impairment concern
for the accounts receivable that were past due without recognizing a specific allowance for doubtful
receivables since there was no significant change in the credit quality of its customers after the assessment
and the Company has obtained guarantee against certain receivables.
Aging analysis of notes and accounts receivable, net
Neither past due nor impaired
Past due but not impaired
Past due within 30 days
Past due 31-60 days
Past due 61-120 days
Past due over 121 days
December 31,
2017
$ 105,295,219
13,984,125
929,672
582,821
341,411
$ 121,133,248
Movements of the allowance for doubtful receivables
Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Total
Balance at January 1, 2017
Reversal/Write-off
Effect of exchange rate changes
$
1,848
(1,848)
-
$ 478,270
(6,305)
$ 480,118
(8,153)
(224)
(224)
Balance at December 31, 2017
$
-
$ 471,741
$ 471,741
- 48 -
15. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2018
December 31,
2017
$ 11,329,802
72,071,861
15,233,877
4,595,436
$ 9,923,338
53,362,160
7,143,806
3,451,443
$ 103,230,976
$ 73,880,747
Write-down of inventories to net realizable value (excluding computer virus outbreak losses) and reversal
of write-down of inventories resulting from the increase in net realizable value in the amount of
NT$1,259,472 thousand and NT$840,861 thousand, respectively, were included in the cost of revenue for
the years ended December 31, 2018 and 2017. Please refer to computer virus outbreak losses in Note 41.
16. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Associates consisted of the following:
Name of Associate
Principal Activities
Place of
Incorporation and
Operation
Carrying Amount
% of Ownership and Voting Rights Held
by the Company
December 31,
2018
December 31,
2017
December 31,
2018
December 31,
2017
Vanguard International
Manufacturing, selling, packaging,
Hsinchu, Taiwan
$
9,006,126
$
8,568,344
28%
28%
Semiconductor Corporation
(VIS)
Systems on Silicon
Manufacturing Company Pte
Ltd. (SSMC)
Xintec Inc. (Xintec)
Global Unichip Corporation
(GUC)
Mutual-Pak
testing and computer-aided design of
integrated circuits and other
semiconductor devices and the
manufacturing and design service of
masks
Manufacturing and selling of integrated
circuits and other semiconductor
devices
Wafer level chip size packaging and
wafer level post passivation
interconnection service
Researching, developing,
manufacturing, testing and
marketing of integrated circuits
Manufacturing of electronic parts,
wholesaling and retailing of
electronic materials, and
researching, developing and testing
of RFID
Singapore
5,772,815
5,677,640
Taoyuan, Taiwan
1,764,607
2,292,100
Hsinchu, Taiwan
1,299,423
1,300,194
New Taipei, Taiwan
22,867
23,210
39%
41%
35%
39%
39%
41%
35%
39%
$ 17,865,838
$ 17,861,488
Starting December 2017, the Company no longer had the majority of voting power and control over
Mutual-Pak. As a result, Mutual-Pak is no longer consolidated and is accounted for using the equity
method.
As of December 31, 2018 and 2017, no investments in associates are individually material to the Company.
Please refer to the consolidated statements of comprehensive income for recognition of share of both profit
(loss) and other comprehensive income (loss) of associates that are not individually material.
The market prices of the investments accounted for using the equity method in publicly traded stocks
calculated by the closing price at the end of the reporting period are summarized as follows. The closing
price represents the quoted price in active markets, the level 1 fair value measurement.
- 49 -
Name of Associate
VIS
GUC
Xintec
December 31,
2018
December 31,
2017
$ 27,621,298
$ 9,617,699
$ 3,783,585
$ 30,638,751
$ 11,905,404
$ 9,180,759
17. PROPERTY, PLANT AND EQUIPMENT
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2018
Additions (Deductions)
Disposals or retirements
Effect of exchange rate changes
$
3,983,243
-
-
28,110
$ 379,134,613
40,396,404
$ 2,487,752,265
247,042,281
$
(410,891 )
(405,841 )
(5,972,482 )
(61,937 )
42,391,516
6,773,376
(790,793 )
8,180
$ 167,353,490
5,812,340
-
(254,841 )
$ 3,080,615,127
300,024,401
(7,174,166 )
(686,329 )
Balance at December 31, 2018
$
4,011,353
$ 418,714,285
$ 2,728,760,127
$
48,382,279
$ 172,910,989
$ 3,372,779,033
Accumulated depreciation and
impairment
Balance at January 1, 2018
Additions
Disposals or retirements
Impairment
Effect of exchange rate changes
$
510,498
20,900
-
-
19,177
$ 194,446,521
24,293,366
$ 1,795,448,842
258,195,315
$
(398,955 )
-
33,210
(4,773,589 )
423,468
(15,128 )
$
27,666,944
5,615,316
(789,993 )
-
32,862
-
-
-
-
-
$ 2,018,072,805
288,124,897
(5,962,537 )
423,468
70,121
Balance at December 31, 2018
$
550,575
$ 218,374,142
$ 2,049,278,908
$
32,525,129
$
-
$ 2,300,728,754
Carrying amounts at December 31,
2018
Cost
Balance at January 1, 2017
Additions (Deductions)
Disposals or retirements
Reclassification
Effect of disposal of subsidiary
Effect of exchange rate changes
$
3,460,778
$ 200,340,143
$ 679,481,219
$
15,857,150
$ 172,910,989
$ 1,072,050,279
$
4,049,292
-
-
-
-
$ 304,404,474
75,594,667
$ 2,042,867,744
458,605,807
$
(36,957 )
-
-
(9,552,995 )
8,791
(51,216 )
(4,125,866 )
(66,049 )
(827,571 )
34,729,640
8,195,896
(377,798 )
1,507
(14,750 )
(142,979 )
$ 387,199,675
(219,902,510 )
-
-
(518 )
56,843
$ 2,773,250,825
322,493,860
(9,967,750 )
10,298
(66,484 )
(5,105,622 )
Balance at December 31, 2017
$
3,983,243
$ 379,134,613
$ 2,487,752,265
$
42,391,516
$ 167,353,490
$ 3,080,615,127
Accumulated depreciation and
impairment
Balance at January 1, 2017
Additions
Disposals or retirements
Reclassification
Effect of disposal of subsidiary
Effect of exchange rate changes
$
524,845
27,790
-
-
-
$ 174,349,077
20,844,584
$ 1,577,377,509
229,985,588
$
(28,816 )
-
-
(8,114,327 )
8,195
(42,830 )
(3,765,293 )
(42,137 )
(718,324 )
$
23,221,707
4,938,000
(377,470 )
1,466
(13,838 )
(102,921 )
Balance at December 31, 2017
$
510,498
$ 194,446,521
$ 1,795,448,842
$
27,666,944
$
-
-
-
-
-
-
-
$ 1,775,473,138
255,795,962
(8,520,613 )
9,661
(56,668 )
(4,628,675 )
$ 2,018,072,805
Carrying amounts at December 31,
2017
$
3,472,745
$ 184,688,092
$ 692,303,423
$
14,724,572
$ 167,353,490
$ 1,062,542,322
The significant part of the Company’s buildings includes main plants, mechanical and electrical power
equipment and clean rooms, and the related depreciation is calculated using the estimated useful lives of 20
years, 10 years and 10 years, respectively.
For the year ended December 31, 2018, the Company recognized an impairment loss of NT$423,468
thousand for certain machinery and equipment that was assessed to have no future use, and the recoverable
amount of certain machinery and equipment was nil. Such impairment loss was recognized in other
operating income and expenses.
- 50 -
18. INTANGIBLE ASSETS
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2018
Additions
Disposals or retirements
Effect of exchange rate changes
$
5,648,702
-
-
146,786
$ 10,443,257
533,669
-
(2,468 )
$ 25,186,218
4,601,885
(186,671 )
(6,949 )
$
5,716,146
1,969,439
$ 46,994,323
7,104,993
(217,854 )
139,491
(31,183 )
2,122
Balance at December 31, 2018
$
5,795,488
$ 10,974,458
$ 29,594,483
$
7,656,524
$ 54,020,953
Accumulated amortization and
impairment
Balance at January 1, 2018
Additions
Disposals or retirements
Effect of exchange rate changes
$
$
-
-
-
-
7,694,857
1,063,616
-
(2,468 )
$ 20,376,693
2,835,265
(186,615 )
(1,845 )
$
4,747,633
522,524
(31,183 )
339
$ 32,819,183
4,421,405
(217,798 )
(3,974 )
Balance at December 31, 2018
$
-
$
8,756,005
$ 23,023,498
$
5,239,313
$ 37,018,816
Carrying amounts at December 31, 2018
$
5,795,488
$
2,218,453
$
6,570,985
$
2,417,211
$ 17,002,137
Cost
Balance at January 1, 2017
Additions
Retirements
Reclassification
Effect of disposal of subsidiary
Effect of exchange rate changes
$
$
6,007,975
-
-
-
(13,499 )
(345,774 )
9,546,007
897,861
-
-
-
(611 )
$ 22,243,595
3,021,085
$
(75,237 )
7,662
(7,662 )
(3,225 )
5,386,435
349,265
-
(17,960 )
-
(1,594 )
$ 43,184,012
4,268,211
(75,237 )
(10,298 )
(21,161 )
(351,204 )
Balance at December 31, 2017
$
5,648,702
$ 10,443,257
$ 25,186,218
$
5,716,146
$ 46,994,323
Accumulated amortization and
impairment
Balance at January 1, 2017
Additions
Retirements
Reclassification
Impairment
Effect of disposal of subsidiary
Effect of exchange rate changes
$
$
-
-
-
-
13,520
(13,499 )
(21 )
6,147,200
1,548,263
-
-
-
-
(606 )
$ 18,144,428
2,310,742
$
(75,237 )
7,409
-
(7,554 )
(3,095 )
4,277,538
487,731
-
(17,070 )
-
-
(566 )
$ 28,569,166
4,346,736
(75,237 )
(9,661 )
13,520
(21,053 )
(4,288 )
Balance at December 31, 2017
$
-
$
7,694,857
$ 20,376,693
$
4,747,633
$ 32,819,183
Carrying amounts at December 31, 2017
$
5,648,702
$
2,748,400
$
4,809,525
$
968,513
$ 14,175,140
The Company’s goodwill has been tested for impairment at the end of the annual reporting period and the
recoverable amount is determined based on the value in use. The value in use was calculated based on the
cash flow forecast from the financial budgets covering the future five-year period, and the Company used
annual discount rates of 9.0% and 8.5% in its test of impairment as of December 31, 2018 and 2017,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the year ended December 31, 2018, the Company did not recognize any impairment loss on goodwill.
For the year ended December 31, 2017, the Company assessed goodwill impairment and recognized an
impairment loss of NT$13,520 thousand related to a subsidiary since the operating result of this cash
generating unit was not as expected and the recoverable amount of goodwill was nil. Such impairment
loss was recognized in other operating income and expenses.
- 51 -
19. OTHER ASSETS
Tax receivable
Prepaid expenses
Others
Current portion
Noncurrent portion
20. SHORT-TERM LOANS
Unsecured loans
Amount
Original loan content
US$ (in thousands)
EUR (in thousands)
Annual interest rate
Maturity date
21. PROVISIONS
December 31,
2018
December 31,
2017
$ 3,780,293
1,298,710
1,912,067
$ 4,021,602
1,559,963
1,623,995
$ 6,991,070
$ 7,205,560
$ 5,406,423
1,584,647
$ 4,222,440
2,983,120
$ 6,991,070
$ 7,205,560
December 31,
2018
December 31,
2017
$ 88,754,640
$ 63,766,850
$ 2,610,000
242,000
0.01%-3.22%
Due by January
$ 2,150,000
-
1.54%-1.82%
Due by February
2019
2018
The Company’s current provisions were provisions for sales returns and allowances.
Year Ended December 31, 2017
Balance, beginning of year
Provision
Payment
Effect of exchange rate changes
Balance, end of year
Sales Returns
and Allowances
$ 18,037,789
44,833,557
(48,884,704)
(24,855)
$ 13,961,787
Provisions for sales returns and allowances are estimated based on historical experience and the
consideration of varying contractual terms, and are recognized as a reduction of revenue in the same year of
the related product sales.
Starting from 2018, the Company recognizes the estimation of sales returns and allowance as refund
liability (classified under accrued expenses and other current liabilities) upon initial application of IFRS 15.
- 52 -
22. BONDS PAYABLE
Domestic unsecured bonds
Overseas unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2018
December 31,
2017
$ 91,800,000
-
91,800,000
-
$ 116,100,000
34,107,850
150,207,850
(6,728)
(58,401,122)
(34,900,000)
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
$ 56,900,000
$ 91,800,000
100-1
100-2
101-1
101-2
101-3
101-4
102-1
102-2
102-3
B
A
B
A
B
A
B
-
A
B
C
A
B
C
A
B
A
B
September 2011 to
September 2018
January 2012 to
January 2017
January 2012 to
January 2019
August 2012 to
August 2017
August 2012 to
August 2019
September 2012 to
September 2017
September 2012 to
September 2019
October 2012 to
October 2022
January 2013 to
January 2018
January 2013 to
January 2020
January 2013 to
January 2023
February 2013 to
February 2018
February 2013 to
February 2020
February 2013 to
February 2023
$ 7,500,000
1.63%
Bullet repayment;
interest payable
annually
10,000,000
1.29%
The same as above
7,000,000
1.46%
The same as above
9,900,000
1.28%
The same as above
9,000,000
1.40%
The same as above
12,700,000
1.28%
The same as above
9,000,000
1.39%
The same as above
4,400,000
1.53%
The same as above
10,600,000
1.23%
The same as above
10,000,000
1.35%
The same as above
3,000,000
1.49%
The same as above
6,200,000
1.23%
The same as above
11,600,000
1.38%
The same as above
3,600,000
1.50%
The same as above
July 2013 to July 2020 10,200,000
3,500,000
July 2013 to July 2023
4,000,000
August 2013 to
August 2017
August 2013 to
August 2019
8,500,000
1.50%
1.70%
1.34%
The same as above
The same as above
The same as above
1.52%
The same as above
(Continued)
- 53 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
102-4
102-4
B
C
D
E
F
September 2013 to
September 2017
September 2013 to
March 2019
$ 1,500,000
1.45%
1,400,000
1.60%
Bullet repayment;
interest payable
annually
Bullet repayment;
interest payable
annually (interest
for the six months
prior to maturity
will accrue on the
basis of actual days
and be repayable at
maturity)
September 2013 to
March 2021
September 2013 to
March 2023
September 2013 to
September 2023
2,600,000
1.85%
The same as above
5,400,000
2.05%
The same as above
2,600,000
2.10%
Bullet repayment;
interest payable
annually
(Concluded)
The major terms of overseas unsecured bonds are as follows:
Issuance Period
Total Amount
(US$
in Thousands)
Coupon Rate
Repayment and Interest
Payment
April 2013 to April 2018
US$1,150,000
1.625%
Bullet repayment; interest payable
semi-annually
23. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan.
Pursuant to the Act, TSMC, Mutual-Pak and VisEra Tech have made monthly contributions equal to
6% of each employee’s monthly salary to employees’ pension accounts. Furthermore, TSMC North
America, TSMC China, TSMC Nanjing, TSMC Europe, TSMC Canada, TSMC Technology and
TSMC Solar Europe GmbH also make monthly contributions at certain percentages of the basic salary
of their employees. Accordingly, the Company recognized expenses of NT$2,568,945 thousand and
NT$2,369,940 thousand for the years ended December 31, 2018 and 2017, respectively.
- 54 -
b. Defined benefit plans
TSMC has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on
an employee’s length of service and average monthly salary for the six-month period prior to retirement.
The Company contributes an amount equal to 2% of salaries paid each month to their respective
pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee
(the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of
each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds
is inadequate to pay retirement benefits for employees who conform to retirement requirements in the
next year, the Company is required to fund the difference in one appropriation that should be made
before the end of March of the next year. The Funds are operated and managed by the government’s
designated authorities; as such, the Company does not have any right to intervene in the investments of
the Funds.
Amounts recognized in respect of these defined benefit plans were as follows:
Current service cost
Net interest expense
Components of defined benefit costs recognized in profit or loss
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net
interest expense)
Actuarial loss arising from experience adjustments
Actuarial loss (gain) arising from changes in financial
assumptions
Components of defined benefit costs recognized in other
comprehensive income
Years Ended December 31
2018
2017
$
$
137,758
144,108
281,866
145,026
126,525
271,551
(71,288)
334,630
29,290
483,846
597,820
(258,455)
861,162
254,681
Total
$ 1,143,028
$
526,232
The pension costs of the aforementioned defined benefit plans were recognized in profit or loss by the
following categories:
Cost of revenue
Research and development expenses
General and administrative expenses
Marketing expenses
Years Ended December 31
2018
2017
$ 177,772
79,143
20,591
4,360
$ 175,357
75,340
16,669
4,185
$ 281,866
$ 271,551
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2018
December 31,
2017
Present value of defined benefit obligation
Fair value of plan assets
$ 13,662,684
(4,011,279)
$ 12,774,593
(3,923,889)
Net defined benefit liability
$ 9,651,405
$ 8,850,704
- 55 -
Movements in the present value of the defined benefit obligation were as follows:
Balance, beginning of year
Current service cost
Interest expense
Remeasurement:
Actuarial loss arising from experience adjustments
Actuarial loss (gain) arising from changes in financial
assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
Years Ended December 31
2018
2017
$ 12,774,593
137,758
207,804
$ 12,480,480
145,026
185,561
334,630
483,846
597,820
(274,326)
(115,595)
(258,455)
(261,865)
-
Balance, end of year
$ 13,662,684
$ 12,774,593
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2018
2017
$ 3,923,889
63,696
$ 3,929,072
59,036
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
71,288
226,732
(274,326)
(29,290)
226,936
(261,865)
Balance, end of year
$ 4,011,279
$ 3,923,889
The fair value of the plan assets by major categories at the end of reporting period was as follows:
Cash
Equity instruments
Debt instruments
December 31,
2018
December 31,
2017
$
756,126
2,148,040
1,107,113
$
707,477
1,993,336
1,223,076
$ 4,011,279
$ 3,923,889
The actuarial valuations of the present value of the defined benefit obligation were carried out by
qualified actuaries. The principal assumptions of the actuarial valuation were as follows:
Discount rate
Future salary increase rate
Measurement Date
December 31,
2018
December 31,
2017
1.30%
3.00%
1.65%
3.00%
- 56 -
Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to
the following risks:
1) Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc.
The investment is conducted at the discretion of the government’s designated authorities or under
the mandated management. However, under the R.O.C. Labor Standards Law, the rate of return
on assets shall not be less than the average interest rate on a two-year time deposit published by the
local banks and the government is responsible for any shortfall in the event that the rate of return is
less than the required rate of return.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
debt investments of the plan assets.
Assuming a hypothetical decrease in interest rate at the end of the reporting period contributed to a
decrease of 0.5% in the discount rate and all other assumptions were held constant, the present
value of the defined benefit obligation would increase by NT$921,750 thousand and NT$890,116
thousand as of December 31, 2018 and 2017, respectively.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the present value of the defined benefit obligation.
Assuming the expected salary rate increases by 0.5% at the end of the reporting period and all other
assumptions were held constant, the present value of the defined benefit obligation would increase
by NT$901,629 thousand and NT$873,801 thousand as of December 31, 2018 and 2017,
respectively.
The sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one
another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit
obligation has been calculated using the projected unit credit method at the end of the reporting period,
which is the same as that applied in calculating the defined benefit obligation liability.
The Company expects to make contributions of NT$233,534 thousand to the defined benefit plans in
the next year starting from December 31, 2018. The weighted average duration of the defined benefit
obligation is 13 years.
24. GUARANTEE DEPOSITS
Capacity guarantee
Receivables guarantee
Others
Current portion (classified under accrued expenses and other current
liabilities)
Noncurrent portion
- 57 -
December 31,
2018
December 31,
2017
$ 9,289,628
653,686
245,731
$ 13,346,550
2,427,548
306,521
$ 10,189,045
$ 16,080,619
$ 6,835,667
3,353,378
$ 8,493,829
7,586,790
$ 10,189,045
$ 16,080,619
Some of guarantee deposits were refunded to customers by offsetting related accounts receivable.
25. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2018
December 31,
2017
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
A holder of issued common shares with par value of NT$10 per share is entitled to vote and to receive
dividends.
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock
options.
As of December 31, 2018, 1,068,157 thousand ADSs of TSMC were traded on the NYSE. The
number of common shares represented by the ADSs was 5,340,787 thousand shares (one ADS
represents five common shares).
b. Capital surplus
Additional paid-in capital
From merger
From convertible bonds
From share of changes in equities of subsidiaries
From share of changes in equities of associates
Donations
December 31,
2018
December 31,
2017
$ 24,184,939
22,804,510
8,892,847
121,473
282,820
29,343
$ 24,184,939
22,804,510
8,892,847
118,792
289,240
19,208
$ 56,315,932
$ 56,309,536
Under the relevant laws, the capital surplus generated from donations and the excess of the issuance
price over the par value of capital stock (including the stock issued for new capital, mergers and
convertible bonds) may be used to offset a deficit; in addition, when the Company has no deficit, such
capital surplus may be distributed as cash dividends or stock dividends up to a certain percentage of
TSMC’s paid-in capital. The capital surplus from share of changes in equities of subsidiaries and
associates and dividend of a claim extinguished by a prescription may be used to offset a deficit;
however, when generated from issuance of restricted shares for employees, such capital surplus may not
be used for any purpose.
- 58 -
c. Retained earnings and dividend policy
TSMC’s Articles of Incorporation provide that, when allocating the net profits for each fiscal year,
TSMC shall first offset its losses in previous years and then set aside the following items accordingly:
1) Legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve
equals TSMC’s paid-in capital;
2) Special capital reserve in accordance with relevant laws or regulations or as requested by the
authorities in charge;
3) Any balance left over shall be allocated according to the resolution of the shareholders’ meeting.
TSMC’s Articles of Incorporation provide the policy about the profit sharing bonus to employees,
please refer to Note 33.
TSMC’s Articles of Incorporation also provide that profits of TSMC may be distributed by way of cash
dividend and/or stock dividend. However, distribution of earnings shall be made preferably by way of
cash dividend. Distribution of earnings may also be made by way of stock dividend, provided that the
ratio for stock dividend shall not exceed 50% of the total distribution.
Any appropriations of the profits are subject to shareholders’ approval in the following year.
The appropriation for legal capital reserve shall be made until the reserve equals the Company’s paid-in
capital. The reserve may be used to offset a deficit, or be distributed as dividends in cash or stocks for
the portion in excess of 25% of the paid-in capital if the Company incurs no loss.
Pursuant to existing regulations, the Company is required to set aside additional special capital reserve
equivalent to the net debit balance of the other components of stockholders’ equity, such as the
accumulated balance of foreign currency translation reserve, unrealized valuation gain or loss from fair
value through other comprehensive income financial assets, unrealized valuation gain or loss from
available-for-sale financial assets, gain or loss from changes in fair value of hedging instruments in cash
flow hedges, etc. For the subsequent decrease in the deduction amount to stockholders’ equity, any
special reserve appropriated may be reversed to the extent that the net debit balance reverses.
The appropriations of 2017 and 2016 earnings had been approved by TSMC’s shareholders in its
meetings held on June 5, 2018 and June 8, 2017, respectively. The appropriations and dividends per
share were as follows:
Appropriation of Earnings
For Fiscal
For Fiscal
Year 2016
Year 2017
Dividends Per Share
(NT$)
For Fiscal For Fiscal
Year 2017 Year 2016
Legal capital reserve
Special capital reserve
Cash dividends to shareholders
$ 34,311,148
26,907,527
207,443,044
$ 33,424,718
-
181,512,663
$8
$7
$ 268,661,719
$ 214,937,381
- 59 -
TSMC’s appropriation of earnings for 2018 had been approved in the meeting of the Board of Directors
held on February 19, 2019. The appropriation and dividends per share were as follows:
Legal capital reserve
Special capital reserve
Cash dividends to shareholders
Appropriation
of Earnings
For Fiscal Year
2018
Dividends Per
Share (NT$)
For Fiscal Year
2018
$ 35,113,088
(11,459,458)
207,443,044
$
$ 231,096,674
8
The appropriation of earnings for 2018 is to be presented for approval in the TSMC’s shareholders’
meeting to be held on June 5, 2019 (expected).
d. Others
Changes in others were as follows:
Year Ended December 31, 2018
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Compensation
Total
Balance, beginning of year (IFRS 9)
Exchange differences arising on translation of
$ (26,697,680 ) $
(524,915 ) $
4,226
$
(10,290 ) $ (27,228,659 )
foreign operations
14,562,073
-
Unrealized gain (loss) on financial assets at
FVTOCI
Equity instruments
Debt instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Cumulative unrealized gain (loss) of debt
instruments transferred to profit or loss due
to disposal
Loss allowance adjustments from debt
instruments
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of associates
Share of unearned stock-based employee
compensation of associates
Income tax effect
-
-
-
-
-
-
-
93,260
-
-
(3,311,621 )
(1,858,054 )
1,193,056
989,138
(1,990 )
-
-
-
-
-
-
-
-
(6,766 )
-
91,828
40,975
(22,162 )
-
-
562
-
14,562,073
-
-
-
-
-
-
-
-
8,447
-
(3,311,621 )
(1,858,054 )
1,193,056
989,138
(1,990 )
40,975
(22,162 )
86,494
8,447
92,390
Balance, end of year
$ (12,042,347 ) $ (3,429,324 ) $
23,601 $
(1,843 ) $ (15,449,913 )
- 60 -
Year Ended December 31, 2017
Foreign
Currency
Translation
Reserve
Unrealized
Gain/Loss from
Available-for-
sale Financial
Assets
Cash Flow
Hedges
Reserve
Unearned
Stock-Based
Employee
Compensation
Total
Balance, beginning of year
Exchange differences arising on translation of
$ 1,661,237
$
2,641
$
105 $
- $ 1,663,983
foreign operations
(28,257,449 )
-
-
(28,257,449 )
Changes in fair value of available-for-sale
financial assets
Cumulative (gain)/loss reclassified to profit
or loss upon disposal of available-for-sale
financial assets
Gain/(loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of associates
Share of unearned stock-based employee
compensation of associates
Income tax effect
-
-
-
(154,680 )
(61,182 )
-
-
-
-
-
-
99,534
(94,851 )
(101,468 )
2,121
-
-
-
-
(2,974 )
-
(562 )
(10,290 )
-
-
-
-
-
-
(154,680 )
(61,182 )
99,534
(94,851 )
(99,347 )
(10,290 )
(3,536 )
Balance, end of year
$ (26,697,680 ) $
(214,074 ) $
4,226
$
(10,290 ) $ (26,917,818 )
The aforementioned other equity includes the changes in other equities of TSMC and TSMC’s share of
its subsidiaries and associates.
26. NET REVENUE
a. Disaggregation of revenue from contracts with customers
Product
Wafer
Others
Geography
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
Year Ended
December 31,
2018
$ 911,296,364
120,177,193
$ 1,031,473,557
Year Ended
December 31,
2018
$
78,260,773
632,821,464
175,794,228
71,068,438
58,125,879
15,402,775
$ 1,031,473,557
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
- 61 -
Application Type
Communication
Industrial/Standard
Computer
Consumer
Resolution
7-nanometer
10-nanometer
16/20-nanometer
28-nanometer
40/45-nanometer
65-nanometer
90-nanometer
0.11/0.13 micron
0.15/0.18 micron
0.25 micron and above
Wafer revenue
b. Contract balances
Year Ended
December 31,
2018
$ 578,923,664
234,153,360
144,614,153
73,782,380
$ 1,031,473,557
Year Ended
December 31,
2018
$ 81,680,746
96,989,486
210,989,033
178,440,396
101,801,017
76,122,259
36,652,061
20,677,658
81,182,646
26,761,062
$ 911,296,364
December 31,
2018
January 1,
2018
Contract liabilities (classified under accrued expenses and other
current liabilities)
$ 4,684,024
$ 32,434,829
The changes in the contract liability balances primarily result from the timing difference between the
satisfaction of performance obligation and the customer’s payment.
For the year ended December 31, 2018, the Company recognized NT$31,769,970 thousand as revenue
from the beginning balance of contract liability.
c. Refund liabilities
Estimated sales returns and other allowances is made and adjusted based on historical experience and
the consideration of varying contractual terms, which amounted to NT$55,405,973 thousand for the
year ended December 31, 2018. As of December 31, 2018, the aforementioned refund liabilities
amounted to NT$22,672,634 thousand (classified under accrued expenses and other current liabilities).
- 62 -
Years Ended December 31
2018
2017
$ (1,005,644)
(423,468)
(672,337)
$ (1,097,908)
-
(267,603)
$ (2,101,449)
$ (1,365,511)
Years Ended December 31
2018
2017
$ 10,310,738
382,673
3,078,604
922,441
-
-
-
14,694,456
158,358
$ 6,412,823
-
-
-
2,091,435
568,552
391,896
9,464,706
145,588
$ 14,852,814
$ 9,610,294
Years Ended December 31
2018
2017
$ 1,633,775
1,417,287
161
$ 2,563,544
766,625
144
$ 3,051,223
$ 3,330,313
27. OTHER OPERATING INCOME AND EXPENSES, NET
Gain (loss) on disposal or retirement of property, plant and
equipment, net
Impairment loss on property, plant and equipment
Others
28. OTHER INCOME
Interest income
Bank deposits
Financial assets at FVTPL
Financial assets at FVTOCI
Financial assets at amortized cost
Available-for-sale financial assets
Held-to-maturity financial assets
Structured product
Dividend income
29. FINANCE COSTS
Interest expense
Corporate bonds
Bank loans
Others
- 63 -
30. OTHER GAINS AND LOSSES, NET
Gain (loss) on disposal of financial assets, net
Investments in debt instruments at FVTOCI
Available-for-sale financial assets
Financial assets carried at cost
Gain from disposal of subsidiaries
Net gain (loss) on financial instruments at FVTPL
Held for trading
Mandatorily measured at FVTPL
Designated as at FVTPL
Loss arising from fair value hedges, net
Impairment loss on financial assets
Financial assets carried at cost
The reversal of expected credit loss of financial assets
Investments in debt instruments at FVTOCI
Financial assets at amortized cost
Other gains (losses), net
31. INCOME TAX
a. Income tax expense recognized in profit or loss
Income tax expense consisted of the following:
Current income tax expense
Current tax expense recognized in the current year
Income tax adjustments on prior years
Other income tax adjustments
Deferred income tax expense (benefit)
Effect of tax rate changes
The origination and reversal of temporary differences
Years Ended
December 31
2018
2017
$
(989,138) $
-
-
-
-
76,986
12,809
17,343
(2,293,895)
-
2,253,651
-
131,037
(30,293)
-
(2,386)
-
(29,603)
1,990
393
(127,768)
-
-
385,428
$ (3,410,804) $ 2,817,358
Years Ended December 31
2018
2017
$ 51,710,319
(989,984)
152,884
50,873,219
$ 57,503,831
(896,147)
152,790
56,760,474
(1,474,808)
(3,072,554)
(4,547,362)
561,818
(4,336,110)
(3,774,292)
Income tax expense recognized in profit or loss
$ 46,325,857
$ 52,986,182
- 64 -
A reconciliation of income before income tax and income tax expense recognized in profit or loss was
as follows:
Years Ended December 31
2018
2017
Income before tax
$ 397,510,263
$ 396,133,030
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible (deductible) items in determining taxable
income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
Additional income tax on unappropriated earnings
Effect of tax rate changes on deferred income tax
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 80,865,915
$ 69,608,602
2,539,966
(54,543,521)
21,455,854
(1,133,641)
7,420,479
(1,474,808)
(3,072,554)
(6,028,374)
47,162,957
(989,984)
152,884
(1,410,955)
(16,901,134)
-
11,835,948
561,818
(4,336,110)
(5,628,630)
53,729,539
(896,147)
152,790
Income tax expense recognized in profit or loss
$ 46,325,857
$ 52,986,182
For the year ended December 31, 2017, the Company applied a tax rate of 17% for entities subject to
the R.O.C. Income Tax Law. In February 2018, the Income Tax Law in the R.O.C. was amended and,
starting from 2018, the corporate income tax rate was adjusted from 17% to 20%. In addition, the tax
rate for 2018 unappropriated earnings was reduced from 10% to 5%.
For other jurisdictions, taxes are calculated using the applicable tax rate for each individual jurisdiction.
b. Income tax expense recognized in other comprehensive income
Deferred income tax benefit (expense)
Related to remeasurement of defined benefit obligation
Related to unrealized gain/loss on investments in equity
instruments at FVTOCI
Related to gain/loss on cash flow hedges
Related to unrealized gain/loss on available-for-sale financial
assets
Years Ended December 31
2018
2017
$ 103,339
$ 30,562
91,828
562
-
(562)
-
(2,974)
$ 195,729
$ 27,026
- 65 -
c. Deferred income tax balance
The analysis of deferred income tax assets and liabilities was as follows:
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Net defined benefit liability
Unrealized loss on inventories
Deferred compensation cost
Provision for sales returns and allowance
Investments in equity instruments at FVTOCI
Others
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Available-for-sale financial assets
Others
December 31,
2018
December 31,
2017
$ 11,839,221
2,594,003
1,084,874
750,995
271,711
-
56,191
209,392
$ 8,401,266
-
975,324
629,442
266,521
1,637,713
-
195,197
$ 16,806,387
$ 12,105,463
$
(61,677) $
-
(171,607)
(169,480)
(95,421)
(37,304)
$
(233,284) $
(302,205)
Year Ended December 31, 2018
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Net defined benefit liability
Unrealized loss on inventories
Deferred compensation cost
Investments in equity instruments
$
at FVTOCI
Others
8,401,266
1,637,713
975,324
629,442
266,521
-
195,197
$
$
3,430,421
954,976
6,211
120,644
(4,718 )
-
7,106
$
-
-
103,339
-
-
56,191
-
7,534
1,314
-
909
9,908
$ 11,839,221
2,594,003
1,084,874
750,995
271,711
-
7,089
56,191
209,392
$ 12,105,463
$
4,514,640
$
159,530
$
26,754
$ 16,806,387
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Investments in equity instruments
at FVTOCI
Others
$
(169,480 )
$
107,803
$
-
$
(95,421 )
(37,304 )
-
(75,081 )
95,421
(59,222 )
$
(302,205 )
$
32,722
$
36,199
$
-
-
-
-
$
(61,677 )
-
(171,607 )
$
(233,284 )
- 66 -
Deferred income tax assets
Temporary differences
Depreciation
Provision for sales returns and
allowance
Net defined benefit liability
Unrealized loss on inventories
Deferred compensation cost
Others
Operating loss carryforward
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Available-for-sale financial
assets
Others
Year Ended December 31, 2017
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Disposal of
Subsidiary
Effect of
Exchange Rate
Changes
Balance, End of
Year
$
4,244,214
$
4,207,209
$
1,512,061
939,543
737,247
378,740
445,133
14,483
129,971
5,219
(105,068 )
(83,124 )
(222,429 )
-
$
-
-
30,562
-
-
-
-
-
-
-
-
-
-
(14,483 )
$
(50,157 )
$
8,401,266
(4,319 )
-
(2,737 )
(29,095 )
(27,507 )
-
1,637,713
975,324
629,442
266,521
195,197
-
$
8,271,421
$
3,931,778
$
30,562
$
(14,483 )
$
(113,815 )
$ 12,105,463
$
(48,736 )
$
(120,744 )
$
-
$
(92,447 )
-
-
(36,742 )
(2,974 )
(562 )
$
(141,183 )
$
(157,486 )
$
(3,536 )
$
-
-
-
-
$
$
-
-
-
-
$
(169,480 )
(95,421 )
(37,304 )
$
(302,205 )
d. The investment operating loss carryforward and deductible temporary differences for which no deferred
income tax assets have been recognized
As of December 31, 2018 and 2017, the aggregate deductible temporary differences for which no
deferred income tax assets have been recognized amounted to NT$20,060,918 thousand and
NT$26,536,307 thousand, respectively.
e. Unused tax-exemption information
As of December 31, 2018, the profits generated from the following projects of TSMC are exempt from
income tax for a five-year period:
Construction and expansion of 2008 by TSMC
Construction and expansion of 2009 by TSMC
Tax-exemption Period
2015 to 2019
2018 to 2022
f. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2018 and 2017, the aggregate taxable temporary differences associated with
investments
to
income
NT$112,893,001 thousand and NT$95,003,344 thousand, respectively.
in subsidiaries not recognized as deferred
liabilities amounted
tax
g. Income tax examination
The tax authorities have examined income tax returns of TSMC through 2015. All investment tax
credit adjustments assessed by the tax authorities have been recognized accordingly.
- 67 -
32. EARNINGS PER SHARE
Basic EPS
Diluted EPS
EPS is computed as follows:
Years Ended December 31
2018
2017
$ 13.54
$ 13.54
$ 13.23
$ 13.23
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2018
Basic/Diluted EPS
Net income available to common shareholders
of the parent
$ 351,130,884
25,930,380
$ 13.54
Year Ended December 31, 2017
Basic/Diluted EPS
Net income available to common shareholders
of the parent
$ 343,111,476
25,930,380
$ 13.23
33. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
a. Depreciation of property, plant and equipment
Recognized in cost of revenue
Recognized in operating expenses
Recognized in other operating income and expenses
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
Years Ended
December 31
2018
2017
$ 264,804,741 $ 235,985,189
19,746,263
64,510
23,292,299
27,857
$ 288,124,897 $ 255,795,962
$
2,073,480 $
2,347,925
2,135,521
2,211,215
$
4,421,405 $
4,346,736
c. Research and development costs expensed as incurred
$ 85,895,569 $ 80,732,463
- 68 -
d. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Other employee benefits
Years Ended
December 31
2018
2017
$
2,568,945 $
281,866
2,850,811
2,369,940
271,551
2,641,491
105,364,132 101,488,608
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 108,214,943 $ 104,130,099
$ 63,597,704 $ 61,026,107
43,103,992
44,617,239
$ 108,214,943 $ 104,130,099
According to TSMC’s Articles of Incorporation, TSMC shall allocate compensation to directors and profit
sharing bonus to employees of TSMC not more than 0.3% and not less than 1% of annual profits during the
period, respectively.
TSMC accrued profit sharing bonus to employees based on a percentage of net income before income tax,
profit sharing bonus to employees and compensation to directors during the period, which amounted to
NT$23,570,040 thousand and NT$23,019,082 thousand for the years ended December 31, 2018 and 2017,
respectively; compensation to directors was expensed based on estimated amount payable. If there is a
change in the proposed amounts after the annual consolidated financial statements are authorized for issue,
the differences are recorded as a change in accounting estimate.
TSMC’s profit sharing bonus to employees and compensation to directors in the amounts of
NT$23,570,040 thousand and NT$349,272 thousand in cash for 2018, respectively, profit sharing bonus to
employees and compensation to directors in the amounts of NT$23,019,082 thousand and NT$368,919
thousand in cash for 2017, respectively, and profit sharing bonus to employees and compensation to
directors in the amounts of NT$22,418,339 thousand and NT$376,432 thousand in cash for 2016,
respectively, had been approved by the Board of Directors of TSMC held on February 19, 2019, February
13, 2018 and February 14, 2017, respectively. There is no significant difference between the
aforementioned approved amounts and the amounts charged against earnings of 2018, 2017 and 2016,
respectively.
The information about the appropriations of TSMC’s profit sharing bonus to employees and compensation
to directors is available at the Market Observation Post System website.
- 69 -
34. CASH FLOW INFORMATION
Reconciliation of liabilities arising from financing activities
Balance as of
January 1, 2018
Financing Cash
Flow
Non-cash changes
Foreign
Exchange
Movement
Other Changes
(Note)
Balance as of
December 31,
2018
Short-term loans
Guarantee deposits
Bonds payable
$
63,766,850
16,080,619
150,201,122
$
23,922,975
$
(279,219)
(58,024,900)
$
1,064,815
423,545
(382,878)
-
$
(6,035,900)
6,656
88,754,640
10,189,045
91,800,000
Total
$ 230,048,591
$
(34,381,144) $
1,105,482
$
(6,029,244) $ 190,743,685
Note: Other changes include amortization of bonds payable and guarantee deposits refunded to customers
by offsetting related accounts receivable.
35. CAPITAL MANAGEMENT
The Company requires significant amounts of capital to build and expand its production facilities and
acquire additional equipment. In consideration of the industry dynamics, the Company manages its capital
in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital
needs, capital asset purchases, research and development activities, dividend payments, debt service
requirements and other business requirements associated with its existing operations over the next 12
months.
36. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
Financial assets
FVTPL (Note 1)
FVTOCI (Note 2)
Hedging financial assets
Amortized cost (Note 3)
Financial liabilities
FVTPL (Note 4)
Hedging financial liabilities
Amortized cost (Note 5)
December 31,
2018
$
3,504,590
107,067,490
23,497
745,585,774
$ 856,181,351
$
40,825
155,832
318,475,704
$ 318,672,361
Note 1: Financial assets mandatorily measured at FVTPL.
Note 2: Including notes and accounts receivable, net, debt and equity investments.
Note 3: Including cash and cash equivalents, financial assets at amortized cost, notes and accounts
receivable (including related parties), other receivables and refundable deposits.
Note 4: Held for trading.
- 70 -
Note 5: Including short-term loans, accounts payable (including related parties), payables to
contractors and equipment suppliers, accrued expenses and other current liabilities, bonds
payable, and guarantee deposits.
Financial assets
FVTPL (Note 6)
Available-for-sale financial assets (Note 7)
Held-to-maturity financial assets
Hedging derivative financial assets
Loans and receivables (Note 8)
Financial liabilities
FVTPL (Note 6)
Hedging derivative financial liabilities
Amortized cost (Note 9)
December 31,
2017
$
569,751
98,248,410
20,821,714
34,394
684,416,654
$ 804,090,923
$
26,709
15,562
340,501,266
$ 340,543,537
Note 6: Including held for trading and designated as at FVTPL.
Note 7: Including financial assets carried at cost.
Note 8: Including cash and cash equivalents, notes and accounts receivable (including related parties),
other receivables and refundable deposits.
Note 9: Including short-term loans, accounts payable (including related parties), payables to
contractors and equipment suppliers, accrued expenses and other current liabilities, bonds
payable and guarantee deposits.
b. Financial risk management objectives
The Company seeks to ensure sufficient cost-efficient funding readily available when needed. The
Company manages its exposure to foreign currency risk, interest rate risk, equity price risk, credit risk
and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties
may have on its financial performance.
The plans for material treasury activities are reviewed by Audit Committees and/or Board of Directors
in accordance with procedures required by relevant regulations or internal controls. During the
implementation of such plans, Corporate Treasury function must comply with certain treasury
procedures that provide guiding principles for overall financial risk management and segregation of
duties.
c. Market risk
The Company is exposed to the financial market risks, primarily changes in foreign currency exchange
rates, interest rates and equity investment prices. A portion of these risks is hedged.
- 71 -
Foreign currency risk
Most of the Company’s revenues and expenditures are denominated in foreign currencies.
Consequently, the Company is exposed to foreign currency risk. To protect against reductions in
value and the volatility of future cash flows caused by changes in foreign exchange rates, the Company
uses derivative financial instruments, such as forward exchange contracts and cross currency swaps, and
non-derivative financial instruments, such as foreign currency-denominated debt, to partially hedge the
Company’s existing and certain forecasted currency exposure. These hedges will offset only a portion
of, but do not eliminate, the financial impact from movements in foreign currency exchange rates.
The Company’s sensitivity analysis of foreign currency risk mainly focuses on the foreign currency
monetary items and the derivatives financial instruments at the end of the reporting period. Assuming
an unfavorable 10% movement in the levels of foreign exchanges relative to the New Taiwan dollar, the
net income for the years ended December 31, 2018 and 2017 would have decreased by NT$506,369
thousand and NT$867,910 thousand, respectively, and the other comprehensive income for the years
ended December 31, 2018 and 2017 would have decreased by NT$315,571 thousand and NT$265,875
thousand, respectively.
Interest rate risk
The Company is exposed to interest rate risk primarily related to its outstanding debt and investments in
fixed income securities. All of the Company’s bonds payable have fixed interest rates and are
measured at amortized cost. As such, changes in interest rates would not affect the future cash flows.
The Company classified its investments in fixed income securities as financial assets at FVTPL,
financial assets at FVTOCI and financial assets at amortized costs starting from 2018; as
available-for-sale and held-to-maturity financial assets in 2017. Because financial assets at amortized
costs and held-to-maturity fixed income securities are measured at amortized cost, changes in interest
rates would not affect the fair value. On the other hand, financial assets at FVTPL, financial assets at
FVTOCI and available-for-sale fixed income securities are exposed to fair value fluctuations caused by
changes in interest rates. The Company utilized interest rate futures to partially hedge the interest rate
risk on its financial assets at FVTPL and financial assets at FVTOCI and available-for-sale fixed
income investments. These hedges may offset only a small portion of the financial impact from
movements in interest rates.
Based on a sensitivity analysis performed at the end of the reporting period, an unfavorable movement
of hypothetical 1.00% increase in interest rates across all maturities would have resulted in a decrease in
net income by NT$247,761 thousand for the year ended December 31, 2018, and in a decrease in other
comprehensive income by NT$2,449,954 thousand and NT$2,119,713 thousand for the years ended
December 31, 2018 and 2017, respectively.
Other price risk
The Company is exposed to equity price risk for 2018 and 2017 arising from financial assets at
FVTOCI and available-for-sale equity investments, respectively.
Assuming a hypothetical decrease of 5% in prices of the equity investments at the end of the reporting
period for the years ended December 31, 2018 and 2017, the other comprehensive income would have
decreased by NT$213,550 thousand and NT$351,520 thousand, respectively.
d. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial losses to the Company. The Company is exposed to credit risks from operating activities,
primarily trade receivables, and from investing activities, primarily deposits, fixed-income investments
and other financial instruments with banks. Credit risk is managed separately for business related and
- 72 -
financial related exposures. As of the end of the reporting period, the Company’s maximum credit
risk exposure is equal to the carrying amount of financial assets.
Business related credit risk
The Company’s trade receivables are from its customers worldwide. The majority of the Company’s
outstanding trade receivables are not covered by collaterals or guarantees. While the Company has
procedures to monitor and manage credit risk exposure on trade receivables, there is no assurance such
procedures will effectively eliminate losses resulting from its credit risk. This risk is heightened
during periods when economic conditions worsen.
As of December 31, 2018 and 2017, the Company’s ten largest customers accounted for 79% and 70%
of accounts receivable, respectively. The Company believes the concentration of credit risk is not
material for the remaining accounts receivable.
Financial credit risk
The Company mitigates its financial credit risk by selecting counterparties with investment-grade credit
ratings and by limiting the exposure to any individual counterparty. The Company regularly monitors
and reviews the limit applied to counterparties and adjusts the limit according to market conditions and
the credit standing of the counterparties.
The risk management of expected credit loss for financial assets at amortized cost and investments in
debt instruments at FVTOCI is as follows:
The Company only invests in debt instruments that are rated as investment grade or higher. The credit
rating information is supplied by external rating agencies. The Company assesses whether there has
been a significant increase in credit risk since initial recognition by reviewing changes in external credit
ratings, financial market conditions and material information of the bond-issuers.
The Company assesses the 12-month expected credit loss and lifetime expected credit loss based on the
probability of default and loss given default provided by external credit rating agencies. The current
credit risk assessment policies are as follows:
Category
Description
Basis for Recognizing
Expected Credit Loss
Expected
Credit Loss
Ratio
Performing
Credit rating on trade date and
12 months expected credit
0-0.1%
valuation date:
(1) Within investment grade
(2) Between BB+ and BB-
loss
Doubtful
Credit rating on trade date and
Lifetime expected credit
valuation date:
(1) From investment grade to
non-investment grade
(2) From BB+~BB- to B+~CCC-
loss-not credit impaired
In default
Credit rating CC or below
Write-off
There is evidence indicating that the
debtor is in severe financial
difficulty and the Company has no
realistic prospect of recovery
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the year ended December 31, 2018, the expected credit loss decreases NT$1,040 thousand, mainly
attributed to asset allocation adjustment to debt investments of higher credit rating.
- 73 -
e. Liquidity risk management
The objective of liquidity risk management is to ensure the Company has sufficient liquidity to fund its
business operations over the next 12 months. The Company manages its liquidity risk by maintaining
adequate cash and cash equivalent, debt investment at FVTPL, financial assets at FVTOCI-current, and
financial assets amortized at cost-current.
The table below summarizes the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments, including principal and interest.
Less Than
1 Year
2-3 Years
4-5 Years
5+ Years
Total
December 31, 2018
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
$ 88,810,737
$
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Guarantee deposits (including those
classified under accrued expenses
and other current liabilities)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
34,357,432
43,133,659
50,240,928
36,039,935
$
-
-
-
$
-
-
-
-
35,340,742
-
22,979,426
6,835,667
259,418,358
2,891,663
38,232,405
461,715
23,441,141
49,302,325
(49,393,679 )
(91,354 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 88,810,737
34,357,432
43,133,659
50,240,928
94,360,103
10,189,045
321,091,904
49,302,325
(49,393,679 )
(91,354 )
$ 259,327,004
$ 38,232,405
$ 23,441,141
$
-
$ 321,000,550
December 31, 2017
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
$ 63,801,977
$
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Guarantee deposits (including those
classified under accrued expenses
and other current liabilities)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
30,069,163
55,723,774
24,659,738
60,176,818
$
-
-
-
$
-
-
-
-
-
-
$ 63,801,977
30,069,163
55,723,774
-
68,378,787
-
7,777,715
-
18,203,601
24,659,738
154,536,921
8,493,829
242,925,299
7,503,151
75,881,938
83,639
7,861,354
-
18,203,601
16,080,619
344,872,192
67,393,539
(67,957,919 )
(564,380 )
-
-
-
-
-
-
-
-
-
67,393,539
(67,957,919 )
(564,380 )
$ 242,360,919
$ 75,881,938
$
7,861,354
$ 18,203,601
$ 344,307,812
- 74 -
f. Fair value of financial instruments
1) Fair value measurements recognized in the consolidated balance sheets
Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
2) Fair value of financial instruments that are measured at fair value on a recurring basis
Fair value hierarchy
The following table presents the Company’s financial assets and liabilities measured at fair value on
a recurring basis:
Level 1
Level 2
Level 3
Total
December 31, 2018
Financial assets at FVTPL
Mandatorily measured at FVTPL
Agency mortgage-backed
securities
Forward exchange contracts
Financial assets at FVTOCI
Investments in debt instruments
Corporate bonds
Agency bonds/Agency
mortgage-backed securities
Asset-backed securities
Government bonds
Commercial paper
Investments in equity instruments
Non-publicly traded equity
investments
Publicly traded stocks
Notes and accounts receivable, net
Hedging financial assets
Cash flow hedges
$
$
-
-
-
$ 3,419,287
85,303
$
$ 3,504,590
$
$
-
$ 40,753,582
$
-
-
11,006,167
-
31,288,762
15,670,295
145,192
107,590
-
-
-
-
-
-
-
-
$ 3,419,287
85,303
$ 3,504,590
$ 40,753,582
31,288,762
15,670,295
11,151,359
107,590
-
590,152
-
-
-
3,595,069
3,910,681
-
-
3,910,681
590,152
3,595,069
$ 11,596,319
$ 91,560,490
$ 3,910,681
$ 107,067,490
Forward exchange contracts
$
-
$
23,497
$
-
$
23,497
(Continued)
- 75 -
Level 1
Level 2
Level 3
Total
December 31, 2018
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
40,825
$
-
$
40,825
Hedging financial liabilities
Fair value hedges
Interest rate futures contracts
$
153,891
$
-
$
Cash flow hedges
Forward exchange contracts
-
1,941
$
153,891
$
1,941
$
-
-
-
$
153,891
1,941
$
155,832
(Concluded)
Level 1
Level 2
Level 3
Total
December 31, 2017
Financial assets at FVTPL
Held for trading
Forward exchange contracts
Available-for-sale financial assets
Corporate bonds
Agency bonds/Agency
mortgage-backed securities
Asset-backed securities
Government bonds
Publicly traded stocks
Commercial paper
Hedging derivative financial
assets
Fair value hedges
$
$
-
-
$
569,751
$
$ 40,165,148
$
-
-
7,715,980
2,548,054
-
29,235,388
13,459,545
101,743
-
148,295
$ 10,264,034
$ 83,110,119
$
Interest rate futures contracts
$
27,016
$
-
$
Cash flow hedges
Forward exchange contracts
-
7,378
$
27,016
$
7,378
$
-
-
-
-
-
-
-
-
-
-
-
$
569,751
$ 40,165,148
29,235,388
13,459,545
7,817,723
2,548,054
148,295
$ 93,374,153
$
27,016
7,378
$
34,394
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
Hedging derivative financial
liabilities
Cash flow hedges
$
-
$
26,709
$
-
$
26,709
Forward exchange contracts
$
-
$
15,562
$
-
$
15,562
- 76 -
Reconciliation of Level 3 fair value measurements of financial assets
The financial assets measured at Level 3 fair value were equity investments classified as financial
assets at FVTOCI. Reconciliations for the year ended December 31, 2018 were as follows:
Balance at January 1, 2018
Additions
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
Effect of exchange rate changes
Balance at December 31, 2018
$ 5,841,384
212,488
(2,141,421)
(175,731)
173,961
$ 3,910,681
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
The fair values of corporate bonds, agency bonds, agency mortgage-backed securities,
asset-backed securities, and government bonds are determined by quoted market prices provided
by third party pricing services.
Forward exchange contracts are measured using forward exchange rates and the discounted
yield curves that are derived from quoted market prices. For investments in commercial paper,
the fair values are determined by the present value of future cash flows based on the discounted
yield curves that are derived from the quoted market prices.
The fair value of accounts receivables classified as at FVTOCI are determined by the present
value of future cash flows based on the discount rate that reflects the credit risk of
counterparties.
Valuation techniques and assumptions used in Level 3 fair value measurement
The fair values of non-publicly traded equity investments are mainly determined by using the asset
approach, income approach and market approach.
To determine the fair value, the Company utilizes the asset approach and takes into account the net
asset value measured at the fair value by independent parties. On December 31, 2018, the
Company uses unobservable inputs derived from discount for lack of marketability by 10%. When
other inputs remain equal, the fair value will decrease by NT$31,420 thousand if discounts for lack
of marketability increase by 1%.
The income approach utilizes discounted cash flows to determine the present value of the expected
future economic benefits that will be derived from the investment. On December 31, 2018, the
Company uses significant unobservable inputs, which include expected returns, discount rate of
10%, discounts for lack of marketability of 10% and discounts for lack of control of 10%.
For the remaining few investments, the market approach is used to arrive at their fair value, for
which the recent financing activities of investees, the market transaction prices of the similar
companies and market conditions are considered.
- 77 -
3) Fair value of financial instruments that are not measured at fair value
Except as detailed in the following table, the Company considers that the carrying amounts of
financial instruments in the consolidated financial statements that are not measured at fair value
approximate their fair values.
Fair value hierarchy
The table below sets out the fair value hierarchy for the Company’s assets and liabilities which are
not required to measure at fair value:
Carrying
Amount
December 31, 2018
Fair Value
Level 1
Level 2
Level 3
Total
Financial assets
Financial assets at amortized costs
Corporate bonds
Commercial paper
Financial liabilities
Financial liabilities at amortized costs
$ 19,511,794
$
2,294,098
- $ 19,554,553 $
2,296,188
-
- $ 19,554,553
2,296,188
-
$ 21,805,892 $
- $ 21,850,741 $
- $ 21,850,741
Bonds payable
$ 91,800,000 $
- $ 93,171,255 $
- $ 93,171,255
Carrying
Amount
December 31, 2017
Fair Value
Level 1
Level 2
Level 3
Total
Financial assets
Held-to-maturity securities
Corporate bonds
Structured product
Financial liabilities
Measured at amortized cost
Bonds payable
$ 19,338,764
1,482,950
$
-
-
$ 19,541,419 $
1,475,350
- $ 19,541,419
1,475,350
-
$ 20,821,714 $
- $ 21,016,769 $
- $ 21,016,769
$ 150,201,122 $
- $ 152,077,728 $
- $ 152,077,728
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair value of corporate bonds is determined by quoted market prices provided by third party
pricing services. The fair value of structured product is determined by quoted market prices
provided by the counterparty.
The fair value of commercial paper is determined by the present value of future cash flows based on
the discounted curves that are derived from the quoted market prices.
The fair value of the Company’s bonds payable is determined by quoted market prices provided by
third party pricing services.
- 78 -
37. RELATED PARTY TRANSACTIONS
Intercompany balances and transactions between TSMC and its subsidiaries, which are related parties of
TSMC, have been eliminated upon consolidation; therefore those items are not disclosed in this note. The
following is a summary of significant transactions between the Company and other related parties:
a. Related party name and categories
Related Party Name
Related Party Categories
GUC
VIS
SSMC
Xintec
Mutual-Pak
TSMC Education and Culture Foundation
TSMC Charity Foundation
b. Net revenue
Associates
Associates
Associates
Associates
Associates
Other related parties
Other related parties
Item
Related Party Categories
Net revenue from sale of goods Associates
Other related parties
Years Ended December 31
2018
2017
$ 8,980,079
330
$ 8,495,937
133
$ 8,980,409
$ 8,496,070
Net revenue from royalties
Associates
$
362,259
$
482,537
c. Purchases
Related Party Categories
Associates
d. Receivables from related parties
Years Ended December 31
2018
2017
$ 8,809,533
$ 9,904,637
December 31,
2018
December 31,
2017
Item
Related Party Name/Categories
Receivables from related
parties
GUC
Xintec
$
481,934
102,478
$ 1,022,892
161,232
$
584,412
$ 1,184,124
(Continued)
- 79 -
Item
Related Party Name/Categories
December 31,
2018
December 31,
2017
Other receivables from related SSMC
parties
VIS
Other Associates
e. Payables to related parties
$
$
53,780
10,423
825
83,099
78,141
9,818
$
65,028
$
171,058
(Concluded)
December 31,
2018
December 31,
2017
Item
Related Party Name/Categories
Payables to related parties
Xintec
SSMC
VIS
Other Associates
f. Others
$
$
649,812
362,564
357,080
7,043
817,930
406,959
409,950
21,517
$ 1,376,499
$ 1,656,356
Years Ended December 31
2018
2017
Item
Related Party Categories
Manufacturing expenses
Associates
$ 2,974,581
$ 2,196,141
General and administrative
Other related parties
$
120,756
$
101,500
expenses
The sales prices and payment terms to related parties were not significantly different from those of sales
to third parties. For other related party transactions, price and terms were determined in accordance
with mutual agreements.
The Company leased factory and office from associates. The lease terms and prices were both
determined in accordance with mutual agreements. The rental expenses were paid to associates
monthly; the related expenses were both classified under manufacturing expenses.
The Company deferred the disposal gain or loss derived from sales of property, plant and equipment to
related parties (transactions with associates), and then recognized such gain or loss over the depreciable
lives of the disposed assets.
- 80 -
g. Compensation of key management personnel
The compensation to directors and other key management personnel for the years ended December 31,
2018 and 2017 were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2018
2017
$ 2,004,881
3,383
$ 2,170,280
3,727
$ 2,008,264
$ 2,174,007
The compensation to directors and other key management personnel were determined by the
Compensation Committee of TSMC in accordance with the individual performance and the market
trends.
38. PLEDGED ASSETS
The Company provided certificate of deposits recorded in other financial assets as collateral mainly for
building lease agreements. As of December 31, 2018 and 2017, the aforementioned other financial assets
amounted to NT$124,244 thousand and NT$165,618 thousand, respectively.
39. SIGNIFICANT OPERATING LEASE ARRANGEMENTS
The Company’s major significant operating leases are arrangements on several parcels of land, machinery
and equipment and office premises.
The Company expensed the lease payments as follows:
Minimum lease payments
$ 4,243,091
$ 2,178,054
Future minimum lease payments under the above non-cancellable operating leases are as follows:
Years Ended December 31
2018
2017
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
December 31,
2018
December 31,
2017
$ 5,824,119
5,834,884
9,190,582
$ 3,116,209
5,174,729
8,905,848
$ 20,849,585
$ 17,196,786
- 81 -
40. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Company as of the end of the
reporting period, excluding those disclosed in other notes, were as follows:
a. Under a technical cooperation agreement with Industrial Technology Research Institute, the R.O.C.
Government or its designee approved by TSMC can use up to 35% of TSMC’s capacity provided
TSMC’s outstanding commitments to its customers are not prejudiced. The term of this agreement is
for five years beginning from January 1, 1987 and is automatically renewed for successive periods of
five years unless otherwise terminated by either party with one year prior notice. As of December 31,
2018, the R.O.C. Government did not invoke such right.
b. Under a Shareholders Agreement entered into with Philips and EDB Investments Pte Ltd. on March 30,
1999, the parties formed a joint venture company, SSMC, which is an integrated circuit foundry in
Singapore. TSMC’s equity interest in SSMC was 32%. Nevertheless, in September 2006, Philips
spun-off its semiconductor subsidiary which was renamed as NXP B.V. Further, TSMC and NXP
B.V. purchased all the SSMC shares owned by EDB Investments Pte Ltd. pro rata according to the
Shareholders Agreement on November 15, 2006. After the purchase, TSMC and NXP B.V. currently
own approximately 39% and 61% of the SSMC shares, respectively. TSMC and NXP B.V. are
required, in the aggregate, to purchase at least 70% of SSMC’s capacity, but TSMC alone is not
required to purchase more than 28% of the capacity. If any party defaults on the commitment and the
capacity utilization of SSMC falls below a specific percentage of its capacity, the defaulting party is
required to compensate SSMC for all related unavoidable costs. There was no default from the
aforementioned commitment as of December 31, 2018.
c. In May 2017, Uri Cohen filed a complaint in the U.S. District Court for the Eastern District of Texas
alleging that TSMC, TSMC North America and other companies infringe four U.S. patents. Cohen’s
case was transferred to and consolidated with the responsive declaratory judgment case for
non-infringement of Cohen’s asserted patents filed by TSMC and TSMC North America in the U.S.
District Court for the Northern District of California. In July 2018, all pending litigations between the
parties in the U.S. District Court for the Northern District of California were dismissed.
d. On September 28, 2017, TSMC was contacted by the European Commission (the “Commission”),
which has asked us for information and documents concerning alleged anti-competitive practices in
relation to semiconductor sales. We are cooperating with the Commission to provide the requested
information and documents. In light of the fact that this proceeding is still in its preliminary stage, it is
premature to predict how the case will proceed, the outcome of the proceeding or its impact.
e. TSMC entered into long-term purchase agreements of material with multiple suppliers. The relative
minimum purchase quantity and price are specified in the agreements.
f. TSMC entered into a long-term purchase agreement of equipment. The relative purchase quantity and
price are specified in the agreement.
g. TSMC entered into long-term energy purchase agreements with multiple suppliers. The relative
purchase period, quantity and price are specified in the agreements.
h. Amounts available under unused letters of credit as of December 31, 2018 and 2017 were NT$70,702
thousand and NT$94,909 thousand, respectively.
- 82 -
41. SIGNIFICANT LOSSES FROM DISASTERS
The Company experienced a computer virus outbreak on August 3, 2018, which affected a number of
computer systems and fab tools, and consequently impacted wafer production in Taiwan. All the
impacted tools have been recovered by August 6, 2018. The Company recognized a loss of NT$2,596,046
thousand related to this incident for the three months ended September 30, 2018, which was included in
cost of revenue.
42. SIGNIFICANT SUBSEQUENT EVENTS
On January 19, 2019, the Company discovered a wafer contamination issue in a fab in Taiwan caused by a
batch of unqualified photoresist materials. After investigation, the Company immediately stopped using the
unqualified materials. As of the date the accompanying consolidated financial statements were issued, a
preliminary estimated loss of NT$6,100,000 thousand will be recognized in cost of revenue for the three
months ended March 31, 2019.
43. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into
the functional currency. The significant financial assets and liabilities denominated in foreign currencies
were as follows:
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
December 31, 2018
Financial assets
Monetary items
USD
USD
EUR
JPY
Non-monetary items
HKD
Financial liabilities
Monetary items
USD
EUR
JPY
$
4,618,566
343,132
7,561
490,635
30.740
6.866 (Note 2)
35.22
0.2783
$ 141,974,734
10,547,875
266,307
136,544
144,567
3.93
568,150
4,323,763
477,776
35,084,436
30.740
35.22
0.2783
132,912,486
16,827,260
9,763,999
(Continued)
- 83 -
December 31, 2017
Financial assets
Monetary items
USD
USD
EUR
JPY
Financial assets
Non-monetary items
HKD
Financial liabilities
Monetary items
USD
EUR
JPY
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
$
5,668,611
580,555
236,474
34,335,661
29.659
6.512 (Note 2)
35.45
0.2629
$ 168,125,342
17,218,674
8,383,015
9,026,845
285,336
3.80
1,084,276
4,048,384
415,819
43,205,838
29.659
35.45
0.2629
120,071,030
14,740,766
11,358,815
(Concluded)
Note 1: Except as otherwise noted, exchange rate represents the number of N.T. dollars for which one
foreign currency could be exchanged.
Note 2: The exchange rate represents the number of RMB for which one USD dollars could be
exchanged.
Please refer to the consolidated statements of comprehensive income for the total of realized and unrealized
foreign exchange gain and loss for the years ended December 31, 2018 and 2017, respectively. Since
there were varieties of foreign currency transactions and functional currencies within the subsidiaries of the
Company, the Company was unable to disclose foreign exchange gain (loss) towards each foreign currency
with significant impact.
44. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for TSMC:
a. Financings provided: Please see Table 1 attached;
b. Endorsement/guarantee provided: Please see Table 2 attached;
c. Marketable securities held (excluding investments in subsidiaries and associates): Please see Table 3
attached;
- 84 -
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of
the paid-in capital: Please see Table 4 attached;
e. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in
capital: Please see Table 5 attached;
f. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in
capital: None;
g. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital:
Please see Table 6 attached;
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
Please see Table 7 attached;
Information about the derivative financial instruments transaction: Please see Notes 7 and 13;
i.
j. Others: The business relationship between the parent and the subsidiaries and significant transactions
between them: Please see Table 8 attached;
k. Names, locations, and related information of investees over which TSMC exercises significant
influence (excluding information on investment in mainland China): Please see Table 9 attached;
l.
Information on investment in mainland China
1) The name of the investee in mainland China, the main businesses and products, its issued capital,
method of investment, information on inflow or outflow of capital, percentage of ownership,
income (losses) of the investee, share of profits/losses of investee, ending balance, amount received
as dividends from the investee, and the limitation on investee: Please see Table 10 attached.
2) Significant direct or indirect transactions with the investee, its prices and terms of payment,
unrealized gain or loss, and other related information which is helpful to understand the impact of
investment in mainland China on financial reports: Please see Table 8 attached.
45. OPERATING SEGMENTS INFORMATION
a. Operating segments, segment revenue and operating results
The Company has only one operating segment, the foundry segment. The foundry segment engages
mainly in the manufacturing, selling, packaging, testing and computer-aided design of integrated
circuits and other semiconductor devices and the manufacturing of masks.
The Company uses the income from operations as the measurement for the basis of performance
assessment. The basis for such measurement is the same as that for the preparation of financial
statements. Please refer to the consolidated statements of comprehensive income for the related
segment revenue and operating results.
- 85 -
b. Geographic, product and major customers information were as follows:
1) Geographic information
Net Revenue
from External
Customers
Year Ended
December 31
Noncurrent Assets
December 31,
December 31,
2017
2018
2017
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
$
88,046,147
635,851,720
110,201,389
69,046,797
60,628,029
13,673,159
$ 1,039,471,321
7,569,797
43,574,538
8,269
13,138
-
$ 1,027,963,202
7,515,835
44,204,888
8,123
8,534
-
$ 977,447,241
$ 1,090,637,063
$ 1,079,700,582
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered. For geographic information in 2018, please refer to Note 26. Noncurrent assets
include property, plant and equipment, intangible assets and other noncurrent assets.
2) Product information
Product
Wafer
Others
Year Ended
December 31
2017
$ 875,461,445
101,985,796
$ 977,447,241
For product information in 2018, please refer to Note 26.
3) Major customers representing at least 10% of net revenue
Years Ended December 31
2018
2017
Amount
%
Amount
%
Customer A
$ 224,690,695
22
$ 220,463,127
23
Commencing in 2018, the Company began to break down the net revenue by geography, by product and
by customer based on a new method which associates most estimated sales returns and allowances with
individual sales transactions, as opposed to the previous method which allocated sales returns and
allowances based on the aforementioned gross revenue. The Company believes the new method
provides a more relevant breakdown than the previous one. On a comparable basis, the classifications of
2017 have been revised accordingly.
- 86 -
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1
1
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Taiwan Semiconductor Manufacturing
Company Limited
Parent Company Only Financial Statements for the
Years Ended December 31, 2018 and 2017 and
Independent Auditors’ Report
- 115 -
- 116 -
- 117 -
Our key audit procedures performed in respect of the above area included the following:
1. Understood and tested the design and operating effectiveness of the key controls over estimate for sales
returns and allowances;
2. Understood and assessed the reasonableness of assumptions made and methodology used in estimating sales
returns and allowances;
3. Sampled and inspected the sales contracts of main products by agreeing the contractual terms and performed
an analysis to challenge the estimation on possibility that specific products could meet business incentives
condition to verify the reasonableness of the accrual of the sales returns and allowances;
4. Performed a retrospective review to comparatively analyze the historical accuracy of judgments with
reference to actual sales returns and allowance paid.
Timing to commence depreciation of property, plant and equipment (PP&E)
The Company continues to invest in capital expenditures to develop and build capacity in leading-edge
technologies to meet customers’ demand. Please refer to Notes 4, 5 and 12 to the parent company only
financial statements for the details of the information and accounting policy about the depreciation of PP&E.
According to IAS 16, depreciation of PP&E begins when the assets are available for use, and in the condition
necessary for the assets to be capable of operating in the intended manner. Due to the significant capital
expenditures of the Company, and the criteria to determine whether such assets are available for their intended
use vary within categories of assets as well as involve subjective judgments, the validity of the timing to
commence depreciation of PP&E could have a material impact on its financial performance. Consequently,
the validity of the timing to commence depreciation of PP&E is identified as a key audit matter.
Our key audit procedures performed in respect of the above area included the following:
1. Understood and tested the design and operating effectiveness of the key controls over the timing to
commence depreciation of PP&E;
2. Understood the criteria the assets are defined as available for their intended use and the corresponding
accounting treatments;
3. Sampled and reviewed the appropriateness of the timing for commencing depreciation after the assets met
the criteria of available for use in current year;
4. Performed an observation on the physical count of equipment under installation and construction in progress;
sampled and inspected the supporting documentation to verify that the status of equipment under installation
and construction in progress are not available for use;
5. Sampled equipment under installation and construction in progress which met the criteria of available for
use and were transferred in the subsequent period to evaluate the reasonableness of the timing for
commencing depreciation;
6. Sampled and reviewed the appropriateness of the equipment under installation and construction in progress
which are not available for their intended use.
- 118 -
Responsibilities of Management and Those Charged with Governance for the Parent Company Only
Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial
statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities
Issuers, and for such internal control as management determines is necessary to enable the preparation of parent
company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the
Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the auditing standards generally accepted in the Republic of China will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the parent company only financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the parent company only financial statements,
including the disclosures, and whether the parent company only financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
- 119 -
- 120 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income
Available-for-sale financial assets
Financial assets at amortized cost
Hedging derivative financial assets (Note 8)
Hedging financial assets (Note 8)
Notes and accounts receivable, net (Note 9)
Receivables from related parties (Note 32)
Other receivables from related parties (Note 32)
Inventories (Notes 5, 10 and 35)
Other financial assets (Notes 33 and 35)
Other current assets (Note 14)
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income
Financial assets carried at cost
Investments accounted for using equity method (Notes 5 and 11)
Property, plant and equipment (Notes 5 and 12)
Intangible assets (Notes 5 and 13)
Deferred income tax assets (Notes 5 and 26)
Refundable deposits and others
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 15 and 29)
Financial liabilities at fair value through profit or loss (Note 7)
Hedging derivative financial liabilities (Note 8)
Hedging financial liabilities (Note 8)
Accounts payable
Payables to related parties (Note 32)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors (Notes 20 and 28)
Payables to contractors and equipment suppliers
Income tax payable (Notes 5 and 26)
Provisions (Notes 5 and 16)
Long-term liabilities - current portion (Note 17)
Accrued expenses and other current liabilities (Notes 5, 19, 21, 29 and 32)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 17 and 29)
Deferred income tax liabilities (Notes 5 and 26)
Net defined benefit liability (Notes 5 and 18)
Guarantee deposits (Notes 19 and 29)
Others
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 20)
Capital surplus (Note 20)
Retained earnings (Note 20)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 20)
Total equity
TOTAL
The accompanying notes are an integral part of the parent company only financial statements.
- 121 -
December 31, 2018
Amount
%
December 31, 2017
Amount
%
$ 240,202,525
54,115
568,150
-
2,294,098
-
23,497
36,685,389
86,452,584
1,234,662
98,088,160
178,008
4,184,918
12
-
-
-
-
-
-
2
4
-
5
-
-
$ 239,176,841
373,351
-
2,393,555
-
7,378
-
26,655,427
92,141,837
3,143,872
70,297,445
94,839
2,484,792
12
-
-
-
-
-
-
2
5
-
4
-
-
469,966,106
23
436,769,337
23
963,610
-
549,560,884
1,025,286,941
12,429,930
15,586,674
1,666,863
-
-
26
49
1
1
-
-
415,051
463,986,364
1,016,355,970
9,870,127
10,829,473
1,163,069
-
-
24
52
-
1
-
1,605,494,902
77
1,502,620,054
77
$ 2,075,461,008
100
$ 1,939,389,391
100
$
91,982,340
30,232
-
1,941
30,472,292
4,546,752
12,442,707
23,919,312
41,279,910
38,706,990
-
34,900,000
49,778,042
$
4
-
-
-
2
-
1
1
2
2
-
2
2
63,766,850
18,764
15,562
-
25,605,223
4,829,664
12,283,321
23,388,002
50,363,976
32,950,667
13,174,825
24,300,000
57,686,386
3
-
-
-
1
-
1
1
3
2
1
1
3
328,060,518
16
308,383,240
16
56,900,000
233,284
9,651,405
3,346,648
451,488
70,582,825
3
-
1
-
-
4
91,800,000
302,205
8,850,704
7,582,479
413,230
108,948,618
5
-
1
-
-
6
398,643,343
20
417,331,858
22
259,303,805
56,315,932
12
3
259,303,805
56,309,536
13
3
276,033,811
26,907,527
1,073,706,503
1,376,647,841
13
1
52
66
241,722,663
-
991,639,347
1,233,362,010
(15,449,913)
(1)
(26,917,818)
12
-
51
63
(1)
1,676,817,665
80
1,522,057,533
78
$ 2,075,461,008
100
$ 1,939,389,391
100
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2018
2017
Amount
%
Amount
%
NET REVENUE (Notes 5, 21 and 32)
$1,023,925,713 100
$ 969,136,109
100
COST OF REVENUE (Notes 5, 10, 28, 32 and 35)
530,861,166
52
490,196,856
51
GROSS PROFIT BEFORE UNREALIZED GROSS
PROFIT ON SALES TO SUBSIDIARIES AND
ASSOCIATES
UNREALIZED GROSS PROFIT ON SALES TO
SUBSIDIARIES AND ASSOCIATES
493,064,547
48
478,939,253
49
(109,046)
-
(1,562)
-
GROSS PROFIT
492,955,501
48
478,937,691
49
OPERATING EXPENSES (Notes 5, 28, and 32)
Research and development
General and administrative
Marketing
84,944,461
19,113,298
3,201,670
8
2
-
79,887,723
20,049,405
3,048,781
8
2
1
Total operating expenses
107,259,429
10
102,985,909
11
OTHER OPERATING INCOME AND EXPENSES,
NET (Notes 12, 22 and 28)
(1,668,234)
-
(1,261,665)
-
INCOME FROM OPERATIONS
384,027,838
38
374,690,117
38
NON-OPERATING INCOME AND EXPENSES
Share of profits of subsidiaries and associates (Note
11)
Other income (Note 23)
Foreign exchange gain, net (Note 37)
Finance costs (Note 24)
Other gains and losses (Note 25)
12,509,959
2,005,107
1,927,029
(2,903,454)
(1,368,326)
Total non-operating income and expenses
12,170,315
1
-
-
-
-
1
18,757,236
1,696,595
(670,371)
(2,749,640)
1,592,239
18,626,059
2
-
-
-
-
2
INCOME BEFORE INCOME TAX
396,198,153
39
393,316,176
40
INCOME TAX EXPENSE (Notes 5 and 26)
45,067,269
5
50,204,700
5
NET INCOME
351,130,884
34
343,111,476
35
(Continued)
- 122 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2018
2017
Amount
%
Amount
%
$
(861,162)
-
$
(254,681)
-
OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 5, 11, 18, 20 and 26)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit obligation
Unrealized loss on investments in equity
instruments at fair value through other
comprehensive income
Gain on hedging instruments
Share of other comprehensive loss of subsidiaries
and associates
Income tax benefit related to items that will not be
reclassified subsequently
(1,189,957)
40,975
(2,135,880)
195,729
(3,950,295)
Items that may be reclassified subsequently to profit
or loss:
Exchange differences arising on translation of
foreign operations
14,578,483
Changes in fair value of available-for-sale
financial assets
Cash flow hedges
Share of other comprehensive income (loss) of
subsidiaries and associates
Income tax expense related to items that may be
reclassified subsequently
Other comprehensive income (loss) for the year,
net of income tax
-
-
(794,057)
-
13,784,426
9,834,131
-
-
-
-
-
1
-
-
-
-
1
1
-
-
(20,853)
30,562
(244,972)
-
-
-
-
-
(28,270,770)
(3)
(425,692)
4,683
123,804
-
-
-
(3,536)
(28,571,511)
-
(3)
(28,816,483)
(3)
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$ 360,965,015
35
$ 314,294,993
32
EARNINGS PER SHARE (NT$, Note 27)
Basic earnings per share
Diluted earnings per share
$
$
13.54
13.54
$
$
13.23
13.23
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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T
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
2018
2017
$ 396,198,153
$ 393,316,176
Depreciation expense
Amortization expense
Finance costs
Share of profits of subsidiaries and associates
Interest income
Loss on disposal or retirement of property, plant and equipment, net
Gain on disposal of intangible assets, net
Impairment loss on property, plant and equipment
Impairment loss on financial assets
Gain on financial instruments at fair value through profit or loss, net
Gain on disposal of available-for-sale financial assets, net
Unrealized gross profit on sales to subsidiaries and associates
Loss (gain) on foreign exchange, net
Dividend income
274,340,540
4,352,847
2,903,454
(12,509,959)
(1,847,202)
557,598
250,597,135
4,325,028
2,749,640
(18,757,236)
(1,554,792)
1,008,989
(3,198)
-
6,137
-
(115,690)
1,562
(9,118,776)
(141,803)
(5,933)
423,468
-
(17,729)
-
109,046
2,732,445
(157,905)
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss
Notes and accounts receivable, net
Receivables from related parties
Other receivables from related parties
Inventories
Other financial assets
Other current assets
Accounts payable
Payables to related parties
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to
directors
Accrued expenses and other current liabilities
Provisions
Net defined benefit liability
Cash generated from operations
Income taxes paid
301,714
(15,821,089)
5,689,253
216,794
(27,790,715)
(26,762)
(1,685,193)
4,839,526
(282,912)
159,386
(196,337)
7,253,120
(5,296,267)
(733,023)
(23,793,099)
2,029,903
510,739
1,275,185
(10,337)
712,816
531,310
(21,092,059)
-
(60,461)
593,231
29,615,847
(3,823,540)
44,615
630,496,025
(61,695,694)
612,057,615
(43,956,272)
Net cash generated by operating activities
568,101,343
568,800,331
(Continued)
- 125 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2018
2017
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Held to maturity financial assets
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
Proceeds from disposal or redemption of:
-
$
$
(2,294,098)
(1,695,771)
-
(298,099,157) (311,763,999)
(4,351,050)
(6,885,163)
Financial assets at fair value through other comprehensive income
Available-for-sale financial assets
Held-to-maturity financial assets
Property, plant and equipment
Intangible assets
Proceeds from return of capital of investments in equity instruments at
fair value through other comprehensive income
Proceeds from return of capital of financial assets carried at cost
Derecognition of hedging derivative financial instruments
Derecognition of hedging financial instruments
Interest received
Other dividends received
Dividends received from investments accounted for using equity
method
Refundable deposits paid
Refundable deposits refunded
651,971
-
-
4,707,118
15,881
3,456
-
-
57,954
1,815,330
157,905
-
140,395
13,160,000
13,226,816
27,409
-
14,080
38,097
-
1,552,725
141,803
3,769,150
(2,218,292)
1,762,043
5,005,132
(1,227,010)
416,600
Net cash used in investing activities
(296,555,902) (285,314,773)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Repayment of bonds
Interest paid
Guarantee deposits received
Guarantee deposits refunded
Cash dividends
Payment of partial acquisition of interests in subsidiaries
Proceeds from partial disposal of interests in subsidiaries
Donation from shareholders
27,154,770
(24,300,000)
(2,957,663)
1,625,526
(120,717)
10,394,485
(38,100,000)
(2,916,969)
205,075
(89,507)
(207,443,044) (181,512,663)
(82,433,287)
257,648
7,938
(64,633,400)
144,676
10,095
Net cash used in financing activities
(270,519,757) (294,187,280)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
1,025,684
(10,701,722)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
239,176,841
249,878,563
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 240,202,525
$ 239,176,841
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 126 -
Taiwan Semiconductor Manufacturing Company Limited
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
Taiwan Semiconductor Manufacturing Company Limited (the “Company” or “TSMC”), a Republic of
China (R.O.C.) corporation, was incorporated on February 21, 1987. The Company is a dedicated foundry
in the semiconductor industry which engages mainly in the manufacturing, selling, packaging, testing and
computer-aided design of integrated circuits and other semiconductor devices and the manufacturing of
masks.
On September 5, 1994, the Company’s shares were listed on the Taiwan Stock Exchange (TWSE). On
October 8, 1997, the Company listed some of its shares of stock on the New York Stock Exchange (NYSE)
in the form of American Depositary Shares (ADSs).
The address of its registered office and principal place of business is No. 8, Li-Hsin Rd. 6, Hsinchu Science
Park, Taiwan.
2. THE AUTHORIZATION OF FINANCIAL STATEMENTS
The accompanying parent company only financial statements were approved and authorized for issue by the
Board of Directors on February 19, 2019.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS
a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports
by Securities Issuers and the International Financial Reporting Standards (IFRS), International
Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC)
(collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the amendments to the Regulations Governing the
Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by
the FSC did not have a significant effect on the Company’s accounting policies:
1) IFRS 9 “Financial Instruments” and related amendment
IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with
consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards.
IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets
and hedge accounting. Please refer to Note 4 for information relating to the relevant accounting
policies.
- 127 -
Classification, measurement and impairment of financial assets and financial liabilities
The Company elects not to restate prior reporting period when applying the requirements for the
classification, measurement and impairment of financial assets and financial liabilities under IFRS 9
with the cumulative effect of the initial application recognized at the date of initial application.
The impact on measurement categories, carrying amount and related reconciliation for each class of
the Company’s financial assets and financial liabilities when retrospectively applying IFRS 9 on
January 1, 2018 is detailed below:
Financial Assets
IAS 39
IFRS 9
IAS 39
IFRS 9
Note
Measurement Category
Carrying Amount
Cash and cash equivalents
Derivatives
Loans and receivables
Held for trading
Amortized cost
Mandatorily at fair value
through profit or loss
(FVTPL)
Hedging instruments
Fair value through other
comprehensive income
(FVTOCI)
Amortized cost
$ 239,176,841 $ 239,176,841
373,351
373,351
(1)
7,378
2,808,606
7,378
3,377,145
(2)
123,199,044 123,443,817
(1)
Hedging instruments
Available-for
sale
(cid:486)
Loans and receivables
trading
Held for
Hedging instruments
(cid:3)
Amortized cost
Held for trading
Hedging instruments
Amortized cost
18,764
15,562
294,856,247 294,856,247
18,764
15,562
Equity securities
Notes and accounts receivable
(including related parties),
other receivables and
refundable deposits
Financial Liabilities
Derivatives
Short-term loans, accounts
payable (including related
parties), payables to
contractors and equipment
suppliers, accrued expenses
and other current liabilities,
bonds payable and
guarantee deposits
Carrying
Amount as of
December 31,
2017 (IAS 39)
Reclassifi-
cations
Remea-
surements
Carrying
Amount as of
January 1, 2018
(IFRS 9)
Retained
Earnings
Effect on
January 1,
2018
Other Equity
Effect on
January 1,
2018
Note
$
373,351
-
$
$
-
-
$
-
-
373,351
-
$
$
-
-
-
-
-
-
-
2,808,606
2,808,606
-
568,539
568,539
-
3,377,145
3,377,145
-
-
-
7,378
362,375,885
362,375,885
-
244,773
244,773
-
362,620,658
362,620,658
7,378
534,270
534,270
-
244,773
244,773
-
(2)
(1)
34,269
34,269
-
-
-
-
Financial Assets
FVTPL
FVTOCI
- Equity instruments
Add: From available for
sale
Amortized cost
Add: From loans and
receivables
Hedging instruments
Total
$
380,729
$ 365,184,491
$
813,312
$ 366,378,532
$
779,043
$
34,269
Carrying
Amount as of
December 31,
2017
(IAS 39)
Adjustments
Arising from
Initial
Application
Carrying
Amount as of
January 1, 2018
(IFRS 9)
Retained
Earnings
Effect on
January 1,
2018
Other Equity
Effect on
January 1,
2018
Note
Investments accounted for using equity method $ 463,986,364
$
400,138 $ 464,386,508
$
745,248
$
(345,110 )
(3)
- 128 -
(1) Cash and cash equivalents, notes and accounts receivable (including related parties), other
receivables and refundable deposits that were classified as loans and receivables under IAS 39
are now classified at amortized cost with assessment of future 12-month or lifetime expected
credit loss under IFRS 9. As a result of retrospective application, the adjustments would result
in a decrease in loss of allowance for accounts receivable of NT$244,773 thousand and an
increase in retained earnings of NT$244,773 thousand on January 1, 2018.
(2) As equity investments that were previously classified as available-for-sale financial assets under
IAS 39 are not held for trading, the Company elected to designate all of these investments as at
FVTOCI under IFRS 9. As a result, the related other equity-unrealized gain or loss on
available-for-sale financial assets of NT$206,015 thousand is reclassified to increase other
equity - unrealized gain or loss on financial assets at FVTOCI.
As equity investments previously measured at cost under IAS 39 are remeasured at fair value
under IFRS 9, the adjustments would result in an increase in financial assets at FVTOCI of
NT$568,539 thousand and an increase in other equity-unrealized gain or loss on financial assets
at FVTOCI of NT$568,539 thousand on January 1, 2018.
For those equity investments previously classified as available-for-sale financial assets
(including measured at cost financial assets) under IAS 39, the impairment losses that the
Company had recognized have been accumulated in retained earnings. Since these
investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is
required, the adjustments would result in a decrease in other equity - unrealized gain or loss on
financial assets at FVTOCI of NT$534,270 thousand and an increase in retained earnings of
NT$534,270 thousand on January 1, 2018.
(3) With the retrospective adoption of IFRS 9 by associates accounted for using equity method, the
corresponding adjustments made by the Company would result in an increase in investments
accounted for using equity method of NT$400,138 thousand, a decrease in other equity-
unrealized gain or loss on financial assets at FVTOCI of NT$765,199 thousand, an increase in
other equity- unrealized gain or loss on available-for-sale financial assets of NT$420,089
thousand and an increase in retained earnings of NT$745,248 thousand on January 1, 2018.
Hedge accounting
The Company prospectively applies the requirements for hedge accounting upon initial application
of IFRS 9. In addition, due to the amendments to the Regulations Governing the Preparation of
Financial Reports by Securities Issuers, all derivative and non-derivative financial assets and
financial liabilities which are designated as hedging instruments are presented as financial assets
and financial liabilities for hedging starting 2018.
2) IFRS 15 “Revenue from Contracts with Customers” and related amendments
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers,
and will supersede IAS 18, “Revenue,” IAS 11, “Construction Contracts,” and a number of
revenue-related interpretations. Please refer to Note 4 for information relating to the relevant
accounting policies.
The Company elected only to retrospectively apply IFRS 15 to contracts that were not completed on
January 1, 2018 and elected not to restate prior reporting period with the cumulative effect of the
initial application recognized at the date of initial application.
- 129 -
The impact on assets, liabilities and equity when retrospectively applying IFRS 15 on January 1,
2018 is detailed below:
Carrying
Amount as of
December 31,
2017
(IAS 18 and
Revenue-related
Interpretations)
Adjustments
Arising from
Initial
Application
Carrying
Amount as of
January 1, 2018
(IFRS 15)
Note
Investments accounted for using
equity method
$ 463,986,364
$
32,030 $ 464,018,394
(1)
Total effect on assets
$
32,030
Provisions - current
Accrued expenses and other
current liabilities
13,174,825
$ (13,174,825)
-
(2)
57,686,386
13,174,825
70,861,211
(2)
Total effect on liabilities
$
-
Retained earnings
1,233,362,010
$
32,030 1,233,394,040
(1)
Total effect on equity
$
32,030
(1) Prior to the application of IFRS 15, the Company recognizes revenue based on the accounting
treatment of the sales of goods. Under IFRS 15, certain subsidiaries and associates accounted
for using equity method will change to recognize revenue over time because customers are
deemed to have control over the products when the products are manufactured. As a result, the
Company will adjust related investments and equity accordingly.
(2) Prior to the application of IFRS 15, the Company recognized the estimation of sales returns and
allowance as provisions. Under IFRS 15, the Company recognizes such estimation as refund
liability (classified under accrued expenses and other current liabilities).
The following table shows the amount affected in the current period by the application of IFRS 15
as compared to IAS 18:
Impact on Assets, Liabilities and Equity
December 31,
2018
Increase in investments accounted for using equity method
$
31,791
Total effect on assets
Decrease in provisions - current
Increase in accrued expenses and other current liabilities
Total effect on liabilities
Increase in retained earnings
Total effect on equity
- 130 -
$
31,791
$ (21,199,032)
21,199,032
$
-
$
31,791
$
31,791
Impact on Total Comprehensive Income
Increase in share of the profit or loss of associates
Increase in net income for the year
Year Ended
December 31,
2018
$ 31,791
$ 31,791
3) Please refer to Note 29 for the disclosure of amendment to IAS 7 “Disclosure Initiative”
b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers
for application starting from 2019 and the IFRSs issued by IASB and endorsed by FSC with effective
date starting 2019.
New, Amended or Revised Standards and Interpretations
(the “New IFRSs”)
Effective Date
Announced by IASB (Note 1)
Annual Improvements to IFRSs 2015-2017 Cycle
Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”
IFRS 16 “Leases”
Amendments to IAS 19 “Plan Amendment, Curtailment or
January 1, 2019
January 1, 2019 (Note 2)
January 1, 2019
January 1, 2019 (Note 3)
Settlement”
Amendments to IAS 28 “Long-term Interests in Associates and Joint
January 1, 2019
Ventures”
IFRIC 23 “Uncertainty over Income Tax Treatments”
January 1, 2019
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on
or after their respective effective dates.
Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.
Note 3: The Company shall apply these amendments to plan amendments, curtailments or settlements
occurring on or after January 1, 2019.
Except for the following items, the Company believes that the adoption of aforementioned standards or
interpretations will not have a significant effect on the Company’s accounting policies.
1) IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 “Leases”, IFRIC 4
“Determining whether an Arrangement contains a Lease”, and a number of related interpretations.
Definition of a lease
Upon initial application of IFRS 16, the Company will apply the guidance of IFRS 16 in
determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on
or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will
not be reassessed and will be accounted for in accordance with the transitional provisions under
IFRS 16.
- 131 -
The Company as lessee
Upon initial application of IFRS 16, except for payments for low-value asset and short-term leases
which will be recognized as expenses on a straight-line basis, the Company will recognize
right-of-use assets and lease liabilities for all leases on the parent company only balance sheets.
On the parent company only statements of comprehensive income, the Company will present the
depreciation expense charged on right-of-use assets separately from the interest expense accrued on
lease liabilities and computed using the effective interest method. On the parent company only
statements of cash flows, cash payments for both the principal portion and the interest portion of
lease liabilities are classified within financing activities.
Upon initial application of IFRS 16, the Company will apply IFRS 16 retrospectively with the
cumulative effect of the initial application recognized at the date of initial application but will not
restate comparative information.
Leases agreements classified as operating leases under IAS 17, except for leases of low-value asset
and short-term leases, will be measured at the present value of the remaining lease payments,
discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets
are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or
accrued lease payments. Right-of-use assets are subject to impairment testing under IAS 36.
The Company will apply the following practical expedients to measure right-of-use assets and lease
liabilities on January 1, 2019 :
a) The Company will apply a single discount rate to a portfolio of leases with reasonably similar
characteristics to measure lease liabilities.
b) The Company will account for those leases for which the lease term ends on or before
December 31, 2019 as short-term leases.
c) Except for lease payment, the Company will exclude incremental costs of obtaining the lease
from the measurement of right-of-use assets on January 1, 2019.
d) The Company will determine lease terms (e.g. lease periods) based on the projected status on
January 1, 2019, to measure lease liabilities.
The weighted average lessee’s incremental borrowing rate used by the Company to calculate lease
liabilities recognized on January 1, 2019 is 1.25%. The reconciliation between the lease liabilities
recognized and the future minimum lease payments of non-cancellable operating lease on
December 31, 2018 is presented as follows:
The future minimum lease payments of non-cancellable operating lease on
December 31, 2018
Less: Recognition exemption for short-term leases
Undiscounted gross amounts on January 1, 2019
$ 18,721,881
(3,163,562)
$ 15,558,319
Discounted using the incremental borrowing rate on January 1, 2019
Add: Adjustments as a result of a different treatment of extension and purchase
$ 14,652,188
options
Lease liabilities recognized on January 1, 2019
3,106,390
$ 17,758,578
- 132 -
The Company as lessor
Except for sublease transactions, the Company will not make any adjustments for leases in which it
is a lessor, and will account for those leases under IFRS 16 starting from January 1, 2019. On the
basis of the remaining contractual terms and conditions on January 1, 2019, all of the Company’s
subleases will be classified as operating leases.
Impact on assets, liabilities and equity on January 1, 2019
Carrying
Amount as of
December 31,
2018
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2019
Other current assets
Right-of-use assets
Refundable deposits and others
$
4,184,918
-
1,666,863
$
17,831,257
(6,783) $
4,178,135
17,831,257
1,665,897
(966)
Total effect on assets
$ 17,823,508
Accrued expenses and other current
liabilities
Lease liabilities - noncurrent
Other noncurrent liabilities
Total effect on liabilities
Total effect on equity
49,778,042
-
451,488
$ 2,347,167
15,411,411
64,930
52,125,209
15,411,411
516,418
$ 17,823,508
$
-
c. The IFRSs issued by IASB but not yet endorsed and issued into effect by FSC
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
January 1, 2020 (Note 1)
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 and IAS 8 “Definition of Material”
January 1, 2020 (Note 2)
Note 1: The Company shall apply these amendments to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on
or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that
period.
Note 2: The Company shall apply these amendments prospectively for annual reporting periods
beginning on or after January 1, 2020.
As of the date the accompanying parent company only financial statements were issued, the Company
continues in evaluating the impact on its financial position and financial performance as a result of the
initial adoption of the aforementioned standards or interpretations. The related impact will be
disclosed when the Company completes the evaluation.
- 133 -
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the convenience of readers, the accompanying parent company only financial statements have been
translated into English from the original Chinese version prepared and used in the R.O.C. If there is any
conflict between the English version and the original Chinese version or any difference in the interpretation
of the two versions, the Chinese-language parent company only financial statements shall prevail.
Statement of Compliance
The accompanying parent company only financial statements have been prepared in conformity with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Accounting
Standards Used in Preparation of the Parent Company Only Financial Statements”).
Basis of Preparation
The accompanying parent company only financial statements have been prepared on the historical cost
basis except for financial instruments that are measured at fair values, as explained in the accounting
policies below. Historical cost is generally based on the fair value of the consideration given in exchange
for the assets.
When preparing the parent company only financial statements, the Company account for subsidiaries and
associates by using the equity method. In order to agree with the amount of net income, other
comprehensive income and equity attributable to shareholders of the parent in the consolidated financial
statements, the differences of the accounting treatment between the parent company only basis and the
consolidated basis are adjusted under the heading of investments accounted for using equity method, share
of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and
associates in the parent company only financial statements.
Foreign Currencies
In preparing the parent company only financial statements, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies
are retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or
loss in the year in which they arise. Non-monetary items measured at fair value that are denominated in
foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.
Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for
the year except for exchange differences arising on the retranslation of non-monetary items in respect of
which gains and losses are recognized directly in other comprehensive income, in which case, the exchange
differences are also recognized directly in other comprehensive income. Non-monetary items that are
measured in terms of historical cost in foreign currencies are not retranslated.
For the purposes of presenting parent company only financial statements, the assets and liabilities of the
Company’s foreign operations are translated into NT$ using exchange rates prevailing at the end of each
reporting period. Income and expense items are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in
equity.
Classification of Current and Noncurrent Assets and Liabilities
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or
consumed within one year from the end of the reporting period. Current liabilities are obligations incurred
for trading purposes and obligations expected to be settled within one year from the end of the reporting
period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities,
respectively.
- 134 -
Cash Equivalents
Cash equivalents, for the purpose of meeting short-term cash commitments, consist of highly liquid time
deposits and investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial Instruments
Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual
provisions of the instruments.
Financial assets and liabilities are initially recognized at fair values. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in profit or loss.
Financial Assets
The classification of financial assets depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition. Regular way purchases or sales of financial assets are
recognized and derecognized on a trade date or settlement date basis for which financial assets were
classified in the same way, respectively. Regular way purchases or sales are purchases or sales of
financial assets that require delivery of assets within the time frame established by regulation or convention
in the marketplace.
a. Category of financial assets and measurement
2018
Financial assets are classified into the following categories: financial assets at FVTPL, investments in
debt instruments and equity instruments at FVTOCI, and financial assets at amortized cost.
1) Financial asset at FVTPL
For certain financial assets which include debt instruments that do not meet the criteria of amortized
cost or FVTOCI, it is mandatorily required to measure them at FVTPL. Any gain or loss arising
from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or
loss incorporates any interest earned on the financial asset.
2) Investments in debt instruments at FVTOCI
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of collecting contractual
cash flows and selling the financial assets, are measured at FVTOCI.
Interest income calculated using the effective interest method, foreign exchange gains and losses
and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in
profit or loss. Other changes in the carrying amount of these debt instruments are recognized in
other comprehensive income and will be reclassified to profit or loss when these debt instruments
are disposed.
- 135 -
3) Investments in equity instruments at FVTOCI
On initial recognition, the Company may irrevocably designate investments in equity investments
that is not held for trading as at FVTOCI.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains
and losses arising from changes in fair value recognized in other comprehensive income and
accumulated in other equity.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss
when the Company’s right to receive the dividends is established, unless the Company’s rights
clearly represent a recovery of part of the cost of the investment.
4) Measured at amortized cost
Cash and cash equivalents, debt instrument investments, notes and accounts receivable (including
related parties), other receivables and refundable deposits are measured at amortized cost.
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of holding financial assets
in order to collect contractual cash flows, are measured at amortized cost.
Subsequent to initial recognition, financial assets measured at amortized cost are measured at
amortized cost, which equals to carrying amount determined by the effective interest method less
any impairment loss.
2017
Financial assets are classified into the following specified categories: Financial assets at FVTPL,
available-for-sale financial assets, held-to-maturity financial assets and loans and receivables.
1) Financial asset at FVTPL
Financial assets are classified as at fair value through profit or loss when the financial asset is either
held for trading or it is designated as at fair value through profit or loss.
Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
2) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated as
available-for-sale or are not classified as (a) loans and receivables, (b) held-to-maturity financial
assets or (c) financial assets at fair value through profit or loss.
Available-for-sale financial assets are measured at fair value.
income from
available-for-sale monetary financial assets and dividends on available-for-sale equity investments
are recognized in profit or loss. Other changes in the carrying amount of available-for-sale
financial assets are recognized in other comprehensive income. When the investment is disposed
of or is determined to be impaired, the cumulative gain or loss previously recognized in other
comprehensive income is reclassified to profit or loss.
Interest
Dividends on available-for-sale equity instruments are recognized in profit or loss when the
Company’s right to receive the dividends is established.
- 136 -
Available-for-sale equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured are measured at cost less any identified impairment
losses at the end of each reporting period. Such equity instruments are subsequently remeasured at
fair value when their fair value can be reliably measured, and the difference between the carrying
amount and fair value is recognized in profit or loss or other comprehensive income.
3) Held-to-maturity financial assets
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity dates that the Company has the positive intent and ability to hold to
maturity. Subsequent to initial recognition, held-to-maturity financial assets are measured at
amortized cost using the effective interest method less any impairment.
4) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Loans and receivables including cash and cash equivalents,
notes and accounts receivable and other receivables are measured at amortized cost using the
effective interest method, less any impairment, except for those loans and receivables with
immaterial discounted effect.
b. Impairment of financial assets
2018
At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial
assets at amortized cost (including accounts receivable) and for investments in debt instruments that are
measured at FVTOCI.
The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit
losses. For financial assets at amortized cost and investments in debt instruments that are measured at
FVTOCI, when the credit risk on the financial instrument has not increased significantly since initial
recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from
possible default events of a financial instrument within 12 months after the reporting date. If, on the
other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance
is recognized at an amount equal to expected credit loss resulting from all possible default events over
the expected life of a financial instrument.
The Company recognizes an impairment loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is
recognized in other comprehensive income and does not reduce the carrying amount of the financial
asset.
2017
Financial assets, other than those carried at FVTPL, are assessed for indicators of impairment at the end
of each reporting period. Those financial assets are considered to be impaired when there is objective
evidence that, as a result of one or more events that occurred after the initial recognition of the financial
assets, their estimated future cash flows have been affected.
For financial assets carried at amortized cost, such as trade receivables, assets that are assessed not to be
impaired individually are, in addition, assessed for impairment on a collective basis. The Company
assesses the collectability of receivables by performing the account aging analysis and examining
current trends in the credit quality of its customers.
- 137 -
For financial assets carried at amortized cost, the amount of the impairment loss is the difference
between the asset’s carrying amount and the present value of estimated future cash flows, discounted at
the financial asset’s original effective interest rate.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the
impairment loss decreases and the decrease can be related objectively to an event occurring after the
impairment loss was recognized, the previously recognized impairment loss is reversed through profit
or loss to the extent that the carrying amount of the financial assets at the date the impairment loss is
reversed does not exceed what the amortized cost would have been had the impairment loss not been
recognized.
When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses
previously recognized in other comprehensive income are reclassified to profit or loss in the year.
In respect of available-for-sale equity instruments, impairment losses previously recognized in profit or
loss are not reversed through profit or loss. Any increase in fair value subsequent to the recognition of
an impairment loss is recognized in other comprehensive income and accumulated under the heading of
unrealized gains or losses from available-for-sale financial assets.
For financial assets carried at cost, the amount of the impairment loss is measured as the difference
between the asset’s carrying amount and the present value of the estimated future cash flows discounted
at the current market rate of return for a similar financial asset. Such impairment loss will not be
reversed in subsequent periods.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through the use of
an allowance account. When a trade receivable is considered uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are credited against the
allowance account.
c. Derecognition of financial assets
2018
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the
financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards
of ownership of the financial asset to another entity.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable and the cumulative gain or
loss that had been recognized in other comprehensive income is recognized in profit or loss. However,
on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that
had been recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
2017
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the
financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards
of ownership of the financial asset to another entity.
- 138 -
On derecognition of a financial asset in its entirety, the difference between the financial asset’s carrying
amount and the sum of the consideration received and receivable and the cumulative gain or loss that
had been recognized in other comprehensive income and accumulated in equity is recognized in profit
or loss.
Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
FVTPL.
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either
held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at FVTPL are subsequently
measured at amortized cost at the end of each reporting period.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial liability
derecognized and the consideration paid and payable is recognized in profit or loss.
Derivative Financial Instruments
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative financial instrument is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or
loss depends on the nature of the hedge relationship.
Financial Instruments Designated as at Fair Value through Profit or Loss
financial
instrument may be designated as at FVTPL upon
A
The
financial instrument forms part of a group of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value basis, in accordance with the Company’s
documented risk management or investment strategy, and information about the grouping is provided
internally on that basis.
recognition.
initial
- 139 -
Hedge Accounting
Cash flow hedge
The Company designates certain hedging instruments, such as forward exchange contracts and foreign
currency deposits, to partially hedge its foreign exchange rate risks associated with certain highly probable
forecast transactions (capital expenditures). The effective portion of changes in the fair value of hedging
instruments is recognized in other comprehensive income. When the forecast transactions actually take
place, the associated gains or losses that were recognized in other comprehensive income are removed from
equity and included in the initial cost of the hedged items. The gains or losses from hedging instruments
relating to the ineffective portion are recognized immediately in profit or loss.
2018
The Company prospectively discontinues hedge accounting only when the hedging relationship ceases to
meet the qualifying criteria; for instance when the hedging instrument expires or is sold, terminated or
exercised.
2017
Hedge accounting was discontinued prospectively when the Company revoked the designated hedging
relationship, when the hedging instrument expired or was sold, terminated, or exercised; or no longer met
the criteria for hedge accounting.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost
and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value
represents the estimated selling price of inventories less all estimated costs of completion and costs
necessary to make the sale.
Investments Accounted for Using Equity Method
Investments accounted for using the equity method include investments in subsidiaries and associates.
Investment in subsidiaries
A subsidiary is an entity that is controlled by the Company.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter
to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as
well as the distribution received. The Company also recognized its share in the changes in the equity of
subsidiaries.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing
control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying
amount of the subsidiary and the fair value of the consideration paid or received is recognized directly in
equity.
When the Company loses control of a subsidiary, any retained investment of the former subsidiary is
measured at the fair value at that date. A gain or loss is recognized in profit or loss and calculated as the
difference between (a) the aggregate of the fair value of consideration received and the fair value of any
retained interest at the date when control is lost; and (b) the previous carrying amount of the investments in
such subsidiary. In addition, the Company shall account for all amounts previously recognized in other
comprehensive income in relation to the subsidiary on the same basis as would be required if the subsidiary
had directly disposed of the related assets and liabilities.
- 140 -
When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with
the subsidiaries are recognized in the Company’s parent company only financial statements only to the
extent of interests in the subsidiaries that are not owned by the Company.
Investment in associates
An associate is an entity over which the Company has significant influence and that is neither a subsidiary
nor a joint venture. Significant influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies.
The operating results and assets and liabilities of associates are incorporated in these parent company only
financial statements using the equity method of accounting. Under the equity method, an investment in an
associate is initially recognized in the statement of financial position at cost and adjusted thereafter to
recognize the Company’s share of profit or loss and other comprehensive income of the associate as well as
the distribution received. The Company also recognizes its share in the changes in the equities of
associates.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable
assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized
as goodwill, which is included within the carrying amount of the investment. Any excess of the
Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the
cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell)
with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount
of the investment subsequently increases.
The Company discontinues the use of the equity method from the date when the Company ceases to have
significant influence over an associate. When the Company retains an interest in the former associate, the
Company measures the retained interest at fair value at that date. The difference between the carrying
amount of the associate at the date the equity method was discontinued, and the fair value of any retained
interest and any proceeds from disposing of a part interest in the associate is included in the determination
of the gain or loss on disposal of the associate. In addition, the Company shall account for all amounts
recognized in other comprehensive income in relation to that associate on the same basis as would be
required if the associate had directly disposed of the related assets or liabilities. If the Company’s
ownership interest in an associate is reduced as a result of disposal, but the investment continues to be an
associate, the Company should reclassify to profit or loss only a proportionate amount of the gain or loss
previously recognized in other comprehensive income.
When the Company subscribes to additional shares in an associate at a percentage different from its existing
ownership percentage, the resulting carrying amount of the investment differs from the amount of the
Company’s proportionate interest in the net assets of the associate. The Company records such a
difference as an adjustment to investments with the corresponding amount charged or credited to capital
surplus. If the Company’s ownership interest is reduced due to the additional subscription to the shares of
associate by other investors, the proportionate amount of the gains or losses previously recognized in other
comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as
would be required if the associate had directly disposed of the related assets or liabilities.
When the Company transacts with an associate, profits and losses resulting from the transactions with the
associate are recognized in the Company’s parent company only financial statements only to the extent of
interests in the associate that are not owned by the Company.
- 141 -
Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment. Costs include any incremental costs that are directly attributable to the construction or
acquisition of the item of property, plant and equipment.
Property, plant and equipment in the course of construction for production, supply or administrative
purposes are carried at cost, less any recognized impairment loss. Such assets are classified to the
appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as other identical categories of property, plant and
equipment, commences when the assets are available for their intended use.
Depreciation is recognized so as to write off the cost of the assets less their residual values over their useful
lives, and it is computed using the straight-line method over the following estimated useful lives:
buildings - 10 to 20 years; machinery and equipment - 2 to 5 years; and office equipment - 3 to 5 years.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each
reporting period, with the effect of any changes in estimates accounted for on a prospective basis. Land is
not depreciated.
An item of property, plant and equipment is derecognized upon disposal or when no future economic
benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal
or retirement of an item of property, plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognized in profit or loss.
Leases
Leases are classified as finance lease whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
The Company as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant
lease.
The Company as lessee
Operating lease payments are recognized as an expense on a straight-line basis over the lease term.
Intangible Assets
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of
the business less accumulated impairment losses, if any.
Other intangible assets
Other separately acquired intangible assets with finite useful lives are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized using the straight-line
method over the following estimated useful lives: Technology license fees - the estimated life of the
technology or the term of the technology transfer contract; software and system design costs - 3 years or
contract period; patent and others - the economic life or contract period. The estimated useful life and
amortization method are reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis.
- 142 -
Impairment of Tangible and Intangible Assets
Goodwill
Goodwill is not amortized and instead is tested for impairment annually, or more frequently when there is
an indication that the cash generating unit may be impaired. For the purpose of impairment testing,
goodwill is allocated to each of the Company’s cash generating units or groups of cash-generating units that
are expected to benefit. If the recoverable amount of a cash generating unit is less than its carrying
amount, the difference is allocated first to reduce the carrying amount of any goodwill allocated to such
cash-generating unit and then to the other assets of the cash generating unit pro rata based on the carrying
amount of each asset in the cash generating unit. Any impairment loss for goodwill is recognized directly
in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
Other tangible and intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an
individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the
asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are
also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of
cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An
impairment loss is recognized immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit
is increased to the revised estimate of its recoverable amount, but the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for
the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized
immediately in profit or loss.
Provision
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows.
- 143 -
Guarantee Deposit
Guarantee deposit mainly consists of cash received under deposit agreements with customers to ensure they
have access to the Company’s specified capacity; and as guarantee of accounts receivable to ensure
payment from customers. Cash received from customers is recorded as guarantee deposit upon receipt.
Guarantee deposits are refunded to customers when terms and conditions set forth in the deposit agreements
have been satisfied.
Revenue Recognition
2018
The Company recognizes revenue when performance obligations are satisfied. The performance
obligations are satisfied when customers obtain control of the promised goods which is generally when the
goods are delivered to the customers’ specified locations.
Revenue from sale of goods is measured at the fair value of the consideration received or receivable.
Revenue is reduced for estimated customer returns, rebates and other similar allowances. Estimated sales
returns and other allowances is generally made and adjusted based on historical experience and the
consideration of varying contractual terms to recognize refund liabilities, which is classified under accrued
expenses and other current liabilities.
In principle, payment term granted to customers is due 30 days from the invoice date or 30 days from the
end of the month of when the invoice is issued. Due to the short term nature of the receivables from sale
of goods with the immaterial discounted effect, the Company measures them at the original invoice
amounts without discounting.
2017
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for
estimated customer returns, rebates and other similar allowances.
Sale of goods
Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which
time all the following conditions are satisfied:
The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
The Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
The amount of revenue can be measured reliably;
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
It is probable that the economic benefits associated with the transaction will flow to the Company; and
In principle, payment term granted to customers is due 30 days from the invoice date or 30 days from the
end of the month of when the invoice is issued. Due to the short term nature of the receivables from sale
of goods with the immaterial discounted effect, the Company measures them at the original invoice
amounts without discounting.
- 144 -
Dividend and interest income
Dividend income from investments is recognized when the shareholder’s right to receive payment has been
established, provided that it is probable that the economic benefits will flow to the Company and the
amount of income can be measured reliably.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow
to the Company and the amount of income can be measured reliably. Interest income is accrued on a time
basis, by reference to the principal outstanding and at the effective interest rate applicable.
Employee Benefits
Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount
of the benefits expected to be paid in exchange for service rendered by employees.
Retirement benefits
For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense
when the employees have rendered service entitling them to the contribution. For defined benefit
retirement benefit plans, the cost of providing benefit is recognized based on actuarial calculations.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit
retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including
current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee
benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the
return on plan assets (excluding interest), is recognized in other comprehensive income in the period in
which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in
retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Income tax on unappropriated earnings is expensed in the year the shareholders approved the appropriation
of earnings which is the year subsequent to the year the earnings are generated.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the parent company only financial statements and the corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences and tax credits for
research and development expenses to the extent that it is probable that taxable profits will be available
against which those deductible temporary differences can be utilized.
- 145 -
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, except where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with such investments are only
recognized to the extent that it is probable that there will be sufficient taxable profits against which to
utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also
reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient
taxable profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in
which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities
and assets reflects the tax consequences that would follow from the manner in which the Company expects,
at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
In the application of the aforementioned Company’s accounting policies, the Company is required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or
in the year of the revision and future years if the revision affects both current and future years.
Revenue Recognition
The Company recognizes revenue when the conditions described in Note 4 are satisfied. The Company
also records estimated future returns and other allowances in the same period the related revenue is
recorded. Estimated sales returns and other allowances is generally made and adjusted based on historical
experience and the consideration of varying contractual terms, and the Company periodically reviews the
adequacy of the estimation used.
Timing to commence depreciation of property, plant and equipment
As described in Note 4, depreciation of property, plant and equipment begins when the assets are available
for use, and in the condition necessary for the assets to be capable of operating in the intended manner.
The criteria to determine whether assets are available for their intended use vary within categories of assets
as well as involve subjective judgments, thus validity of the timing to commence depreciation of property,
plant and equipment could have a material impact on the Company’s financial performance.
- 146 -
Impairment of Tangible and Intangible Assets Other than Goodwill
In the process of evaluating the potential impairment of tangible and intangible assets other than goodwill,
the Company is required to make subjective judgments in determining the independent cash flows, useful
lives, expected future revenue and expenses related to the specific asset groups with the consideration of the
nature of semiconductor industry. Any changes in these estimates based on changed economic conditions
or business strategies could result in significant impairment charges or reversal in future years.
Impairment of Goodwill
The assessment of impairment of goodwill requires the Company to make subjective judgment to determine
the identified cash-generating units, allocate the goodwill to relevant cash-generating units and estimate the
recoverable amount of relevant cash-generating units.
Impairment Assessment on Investment Using Equity Method
The Company assesses the impairment of investments accounted for using the equity method whenever
triggering events or changes in circumstances indicate that an investment may be impaired and carrying
value may not be recoverable. The Company measures the impairment based on a projected future cash
flow of the investees, including the underlying assumptions of sales growth rate and capacity utilization rate
formulated by such investees’ internal management team. The Company also takes into account market
conditions and the relevant industry trends to ensure the reasonableness of such assumptions.
Realization of Deferred Income Tax Assets
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be
available against which those deferred tax assets can be utilized. Assessment of the realization of the
deferred tax assets requires subjective judgment and estimate, including the future revenue growth and
profitability, tax holidays, the amount of tax credits can be utilized and feasible tax planning strategies.
Any changes in the global economic environment, the industry trends and relevant laws and regulations
could result in significant adjustments to the deferred tax assets.
Valuation of Inventory
Inventories are stated at the lower of cost or net realizable value, and the Company uses judgment and
estimate to determine the net realizable value of inventory at the end of each reporting period.
The Company estimates the net realizable value of inventory for obsolescence and unmarketable items at
the end of reporting period and then writes down the cost of inventories to net realizable value. The net
realizable value of the inventory is mainly determined based on assumptions of future demand within a
specific time horizon.
Recognition and Measurement of Defined Benefit Plans
Net defined benefit liability and the resulting defined benefit costs under defined benefit pension plans are
calculated using the Projected Unit Credit Method. Actuarial assumptions comprise the discount rate, rate
of employee turnover, and future salary increase rate. Changes in economic circumstances and market
conditions will affect these assumptions and may have a material impact on the amount of the expense and
the liability.
- 147 -
6. CASH AND CASH EQUIVALENTS
December 31,
2018
December 31,
2017
Cash and deposits in banks
Repurchase agreements collateralized by corporate bonds
Commercial paper
$ 238,473,857
1,229,600
499,068
$ 239,176,841
-
-
$ 240,202,525
$ 239,176,841
Deposits in banks consisted of highly liquid time deposits that were readily convertible to known amounts
of cash and were subject to an insignificant risk of changes in value.
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets
Mandatorily measured at FVTPL
Forward exchange contracts
Held for trading
Forward exchange contracts
Financial liabilities
Held for trading
Forward exchange contracts
December 31,
2018
December 31,
2017
$ 54,115
$
-
-
373,351
$ 54,115
$ 373,351
$ 30,232
$ 18,764
The Company entered into derivative contracts to manage exposures due to fluctuations of foreign
exchange rates. These derivative contracts did not meet the criteria for hedge accounting. Therefore, the
Company did not apply hedge accounting treatment for these derivative contracts.
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2018
Sell NT$/Buy EUR
Sell NT$/Buy JPY
Sell US$/Buy JPY
Sell US$/Buy NT$
December 31, 2017
Sell NT$/Buy EUR
Sell NT$/Buy JPY
Sell US$/Buy NT$
January 2019 to March 2019
January 2019 to March 2019
January 2019
January 2019
NT$18,545,854/EUR527,000
NT$4,757,858/JPY17,200,000
US$162,834/JPY17,976,014
US$110,000/NT$3,386,459
January 2018 to February 2018
February 2018
January 2018
NT$6,002,786/EUR169,000
NT$996,294/JPY3,800,000
US$1,643,000/NT$49,120,205
- 148 -
8. HEDGING FINANCIAL INSTRUMENTS
2018
Financial assets- current
Cash flow hedges
Forward exchange contracts
Financial liabilities- current
Cash flow hedges
Forward exchange contracts
December 31,
2018
$ 23,497
$
1,941
The Company entered into forward exchange contracts and foreign currency deposits to partially hedge
foreign exchange rate risks associated with certain highly probable forecast transactions (capital
expenditures). The hedge ratio is adjusted in response to the changes in the financial market and capped at
100%. The forward exchange contracts have maturities of 12 months or less.
On the basis of economic relationships, the Company expects that the value of forward exchange contracts
and foreign currency deposits and the value of hedged transactions will change in opposite directions in
response to movements in foreign exchange rates.
The main source of hedge ineffectiveness in these hedging relationships is driven by the effect of the
counterparty’s own credit risk on the fair value of forward exchange contracts and foreign currency deposits.
No other sources of ineffectiveness emerged from these hedging relationships. For the year ended
December 31, 2018, refer to Note 20(d) for gain or loss arising from changes in the fair value of hedging
instruments and the amount transferred to initial carrying amount of hedged items.
The following tables summarize the information relating to the hedges for foreign currency risk as of
December 31, 2018.
Hedging Instruments
Contract Amount
(in Thousands)
Maturity
Balance in
Other Equity
(Continuing
Hedges)
Forward exchange contracts
NT$3,917,657/EUR112,000 February 2019 to
$
23,601
April 2019
- 149 -
The effect for the year ended December 31, 2018 is detailed below:
Hedged Items
Hedging Instruments
Forward exchange contracts
Foreign currency deposits
Hedged Items
Forecast transaction (capital expenditures)
2017
Increase
(Decrease) in
Value Used for
Calculating
Hedge
Ineffectiveness
$ 34,563
6,412
$ 40,975
$ (40,975)
The Company’s hedging policies for 2017 are the same as those mentioned previously in 2018, the
instruments employed are as follows:
Financial assets- current
Cash flow hedges
Forward exchange contracts
Financial liabilities- current
Cash flow hedges
Forward exchange contracts
December 31,
2017
$ 7,378
$ 15,562
The Company entered into forward exchange contracts to partially hedge foreign exchange rate risks
associated with certain highly probable forecast transactions (capital expenditures). These contracts have
maturities of 12 months or less.
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2017
Sell NT$/Buy EUR
February 2018 to May 2018
NT$2,649,104/EUR75,000
- 150 -
9. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2018
December 31,
2017
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 33,097,452
(7,132)
33,090,320
3,595,069
$ 27,124,552
(469,125)
26,655,427
-
The Company signed a contract with the bank to sell certain accounts receivable without recourse and
transaction cost required. These accounts receivable are classified as at FVTOCI because they are held
within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets.
$ 36,685,389 $ 26,655,427
2018
In principle, the payment term granted to customers is due 30 days from the invoice date or 30 days from
the end of the month when the invoice is issued. Aside from recognizing impairment losses on
credit-impaired accounts receivable, the Company recognizes loss allowance based on the expected credit
loss ratio of customers by different risk levels. Such risk levels are determined with factors of historical
loss ratios and customers’ financial conditions, competitiveness and business outlook. For accounts
receivable past due over 90 days without collaterals or guarantees, the Company recognizes loss allowance
at full amount.
Aging analysis of notes and accounts receivable, net
Not past due
Past due
Past due within 30 days
Past due 31-60 days
Past due 61-120 days
Past due over 121 days
Movements of the loss allowance for accounts receivable
Balance at January 1, 2018 (IAS 39)
Effect of retrospective application of IFRS 9
Balance at January 1, 2018 (IFRS 9)
Provision (Reversal)
Balance at December 31, 2018
December 31,
2018
$ 29,258,313
6,956,366
464,879
2,872
2,959
$ 36,685,389
$ 469,125
(244,773)
224,352
(217,220)
$
7,132
For the year ended December 31, 2018, the decrease in loss allowance was mainly due to the
variations from accounts receivable balance of different risk levels.
- 151 -
2017
In principle, the payment term granted to customers is due 30 days from the invoice date or 30 days from
the end of the month of when the invoice is issued. The allowance for doubtful receivables is assessed by
reference to the collectability of receivables by performing the account aging analysis, historical experience
and current financial condition of customers.
Except for those impaired, for the rest of the notes and accounts receivable, the account aging analysis at
the end of the reporting period is summarized in the following table. There was no impairment concern
for the accounts receivable that were past due without recognizing a specific allowance for doubtful
receivables since there was no significant change in the credit quality of its customers after the assessment.
In addition, the Company’s subsidiary has obtained guarantee of NT$2,427,548 thousand against certain
receivables.
Aging analysis of notes and accounts receivable, net
Neither past due nor impaired
Past due but not impaired
Past due within 30 days
Past due 31-60 days
Past due 61-120 days
Past due over 121 days
Movements of the allowance for doubtful receivables
Balance at January 1, 2017
Reversal/Write-off
Balance at December 31, 2017
10. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2017
$ 19,632,314
5,169,209
929,672
582,821
341,411
$ 26,655,427
Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Total
$
$
-
-
-
$ 475,430
(6,305)
$ 475,430
(6,305)
$ 469,125
$ 469,125
December 31,
2018
December 31,
2017
$ 10,920,351
70,405,998
14,110,534
2,651,277
$ 9,596,837
52,166,234
6,566,716
1,967,658
$ 98,088,160
$ 70,297,445
- 152 -
Write-down of inventories to net realizable value (excluding computer virus outbreak losses) and reversal
of write-down of inventories resulting from the increase in net realizable value in the amount of
NT$1,098,915 thousand and NT$878,346 thousand, respectively, were included in the cost of revenue for
the years ended December 31, 2018 and 2017. Please refer to computer virus outbreak losses in Note 35.
11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investments accounted for using the equity method consisted of the following:
Subsidiaries
Associates
a. Investments in subsidiaries
Subsidiaries consisted of the following:
December 31,
2018
December 31,
2017
$ 531,717,913
17,842,971
$ 446,148,086
17,838,278
$ 549,560,884
$ 463,986,364
Investing in companies involved
Tortola, British
52,339,094
49,684,287
100%
100%
Place of
Incorporation
and Operation
Tortola, British
Virgin Islands
Shanghai, China
Carrying Amount
% of Ownership and Voting
Rights Held by the Company
December 31,
December 31,
December 31,
December 31,
2018
2017
$ 393,577,931
$ 309,211,877
55,466,911
51,060,885
2018
100%
100%
2017
100%
100%
Virgin Islands
Nanjing, China
20,601,413
26,493,740
100%
100%
Hsinchu, Taiwan
4,531,929
4,667,162
87%
87%
San Jose,
California,
U.S.A.
Amsterdam, the
Netherlands
Cayman Islands
4,269,393
4,001,003
100%
100%
445,828
194,660
407,324
152,836
100%
98%
100%
98%
Cayman Islands
128,758
320,533
98%
98%
Subsidiaries
Principal Activities
Investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
in the design, manufacture, and
other related business in the
semiconductor industry and
other investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
Engaged in manufacturing
electronic spare parts and in
researching, developing,
designing, manufacturing,
selling, packaging and testing
of color filter
integrated circuits and other
semiconductor devices
Customer service and supporting
activities
Investing in new start-up
technology companies
Investing in new start-up
technology companies
TSMC Global Ltd.
(TSMC Global)
TSMC China
Company Limited
(TSMC China)
TSMC Partners, Ltd.
(TSMC Partners)
TSMC Nanjing
Company Limited
(TSMC Nanjing)
VisEra Technologies
Company Ltd.
(VisEra Tech)
TSMC Europe B.V.
(TSMC Europe)
VentureTech Alliance
Fund III, L.P.
(VTAF III)
VentureTech Alliance
Fund II, L.P.
(VTAF II)
TSMC Japan Limited
(TSMC Japan)
TSMC Korea Limited
(TSMC Korea)
TSMC Solar Europe
GmbH
TSMC North America Selling and marketing of
Customer service and supporting
Yokohama, Japan
141,136
129,446
activities
Customer service and supporting
Seoul, Korea
40,966
39,210
activities
Selling of solar related products
Hamburg,
and providing customer service
Germany
(20,106 )
)
(20,217 )
$ 531,717,913
$ 446,148,086
100%
100%
100%
100%
100%
100%
- 153 -
TSMC Solar Europe GmbH is under liquidation procedures.
In both 2018 and 2017, the Company continually increased its investment in TSMC Nanjing for the
amount of NT$2,361,320 thousand and NT$21,724,892 thousand. This project was approved by the
Investment Commission, Ministry of Economic Affairs, R.O.C. (MOEA).
To lower the hedging cost, in both of 2018 and 2017, the Company continually increased its investment
in TSMC Global for the amount of NT$62,272,080 thousand and NT$60,683,010 thousand,
respectively. This project was approved by the Investment Commission, MOEA.
b. Investments in associates
Associates consisted of the following:
Name of Associate
Principal Activities
Place of
Incorporation
and Operation
Carrying Amount
% of Ownership and Voting
Rights Held by the Company
December 31,
December 31,
December 31,
December 31,
2018
2017
2018
2017
28%
Vanguard International
Manufacturing, selling,
Hsinchu, Taiwan
$
9,006,126
$
8,568,344
28%
Semiconductor
Corporation (VIS)
Systems on Silicon
Manufacturing
Company Pte Ltd.
(SSMC)
packaging, testing and
computer-aided design of
integrated circuits and other
semiconductor devices and the
manufacturing and design
service of masks
Manufacturing and selling of
Singapore
5,772,815
5,677,640
39%
39%
integrated circuits and other
semiconductor devices
Xintec Inc. (Xintec)
Wafer level chip size packaging
Taoyuan, Taiwan
1,764,607
2,292,100
41%
41%
and wafer level post
passivation interconnection
service
Global Unichip
Researching, developing,
Hsinchu, Taiwan
1,299,423
1,300,194
35%
35%
Corporation (GUC)
manufacturing, testing and
marketing of integrated circuits
$ 17,842,971
$ 17,838,278
As of December 31, 2018 and 2017, no investments in associates are individually material to the
Company. Please refer to the parent company only statements of comprehensive income for
recognition of share of both profit (loss) and other comprehensive income (loss) of associates that are
not individually material.
The market prices of the investments accounted for using the equity method in publicly traded stocks
calculated by the closing price at the end of the reporting period are summarized as follows. The
closing price represents the quoted price in active markets, the level 1 fair value measurement.
Name of Associate
VIS
GUC
Xintec
December 31,
2018
December 31,
2017
$ 27,621,298
$ 9,617,699
$ 3,783,585
$ 30,638,751
$ 11,905,404
$ 9,180,759
- 154 -
12. PROPERTY, PLANT AND EQUIPMENT
Land
Buildings
Machinery and
Equipment
Office Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2018
Additions (Deductions)
Disposals or retirements
$
3,212,000
-
-
$ 357,391,050
24,665,225
(410,891 )
$ 2,369,226,722
231,468,189
(15,065,446 )
$
39,403,217
5,036,411
(716,942 )
$ 144,776,878
26,500,451
-
$ 2,914,009,867
287,670,276
(16,193,279 )
Balance at December 31, 2018
$
3,212,000
$ 381,645,384
$ 2,585,629,465
$
43,722,686
$ 171,277,329
$ 3,185,486,864
Accumulated depreciation and
impairment
Balance at January 1, 2018
Additions
Disposals or retirements
$
Balance at December 31, 2018
$
Carrying amounts at December 31,
-
-
-
-
-
$ 176,623,784
22,534,543
(398,955 )
-
$
$ 1,695,482,201
246,686,584
(11,102,618 )
423,468
$
25,547,912
5,119,413
(716,409 )
-
-
-
-
-
$ 1,897,653,897
274,340,540
(12,217,982 )
423,468
$ 198,759,372
$ 1,931,489,635
$
29,950,916
$
-
$ 2,160,199,923
2018
Cost
$
3,212,000
$ 182,886,012
$ 654,139,830
$
13,771,770
$ 171,277,329
$ 1,025,286,941
Balance at January 1, 2017
Additions (Deductions)
Disposals or retirements
$
3,212,000
-
-
$ 281,936,412
75,491,595
(36,957 )
$ 1,960,457,480
458,690,837
(49,921,595 )
$
31,830,657
7,888,336
(315,776 )
$ 384,197,526
(239,420,648 )
-
$ 2,661,634,075
302,650,120
(50,274,328 )
Balance at December 31, 2017
$
3,212,000
$ 357,391,050
$ 2,369,226,722
$
39,403,217
$ 144,776,878
$ 2,914,009,867
Accumulated depreciation and
impairment
Balance at January 1, 2017
Additions
Disposals or retirements
$
Balance at December 31, 2017
$
Carrying amounts at December 31,
-
-
-
-
$ 156,854,513
19,798,087
(28,816 )
$ 1,504,061,808
226,251,816
(34,831,423 )
$
21,316,417
4,547,232
(315,737 )
$
-
-
-
$ 1,682,232,738
250,597,135
(35,175,976 )
$ 176,623,784
$ 1,695,482,201
$
25,547,912
$
-
$ 1,897,653,897
2017
$
3,212,000
$ 180,767,266
$ 673,744,521
$
13,855,305
$ 144,776,878
$ 1,016,355,970
The significant part of the Company’s buildings includes main plants, mechanical and electrical power
equipment and clean rooms, and the related depreciation is calculated using the estimated useful lives of 20
years, 10 years and 10 years, respectively.
For the year ended December 31, 2018, the Company recognized an impairment loss of NT$423,468
thousand for certain machinery and equipment that was assessed to have no future use, and the recoverable
amount of certain machinery and equipment was nil. Such impairment loss was recognized in other
operating income and expenses.
- 155 -
13. INTANGIBLE ASSETS
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2018
Additions
Disposals or retirements
$
1,567,756
-
-
$ 10,388,175
533,669
-
$ 24,963,709
4,361,894
(185,592 )
$
5,590,392
2,017,145
-
$ 42,510,032
6,912,708
(185,592 )
Balance at December 31, 2018
$
1,567,756
$ 10,921,844
$ 29,140,011
$
7,607,537
$ 49,237,148
Accumulated amortization and
impairment
Balance at January 1, 2018
Additions
Disposals or retirements
Balance at December 31, 2018
Carrying amounts at December 31, 2018
Cost
$
$
$
-
-
-
-
$
7,639,775
1,063,616
-
$ 20,282,457
2,766,396
(185,534 )
$
4,717,673
522,835
$ 32,639,905
4,352,847
(185,534 )
-
$
8,703,391
$ 22,863,319
$
5,240,508
$ 36,807,218
1,567,756
$
2,218,453
$
6,276,692
$
2,367,029
$ 12,429,930
Balance at January 1, 2017
Additions
$
1,567,756
-
$
9,490,320
897,855
$ 22,063,589
2,900,120
$
5,241,203
349,189
$ 38,362,868
4,147,164
Balance at December 31, 2017
$
1,567,756
$ 10,388,175
$ 24,963,709
$
5,590,392
$ 42,510,032
Accumulated amortization and
impairment
Balance at January 1, 2017
Additions
Balance at December 31, 2017
Carrying amounts at December 31, 2017
$
$
$
-
-
-
$
6,091,513
1,548,262
$ 17,991,500
2,290,957
$
4,231,864
485,809
$ 28,314,877
4,325,028
$
7,639,775
$ 20,282,457
$
4,717,673
$ 32,639,905
1,567,756
$
2,748,400
$
4,681,252
$
872,719
$
9,870,127
The Company’s goodwill has been tested for impairment at the end of the annual reporting period and the
recoverable amount is determined based on the value in use. The value in use was calculated based on the
cash flow forecast from the financial budgets covering the future five-year period, and the Company used
annual discount rates of 9.0% and 8.5% in its test of impairment as of December 31, 2018 and 2017,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2018 and 2017, the Company did not recognize any impairment loss on
goodwill.
14. OTHER ASSETS
Tax receivable
Prepaid expenses
Others
December 31,
2018
December 31,
2017
$ 3,245,082
939,176
660
$ 1,992,258
492,247
287
$ 4,184,918
$ 2,484,792
- 156 -
15. SHORT-TERM LOANS
Unsecured loans
Related parties unsecured loans
Original loan content
US$ (in thousands)
EUR(in thousands)
Annual interest rate
Maturity date
December 31,
2018
December 31,
2017
$ 88,754,640
3,227,700
$ 63,766,850
-
$ 91,982,340
$ 91,982,340
$ 2,715,000
242,000
0.01%-3.22%
Due by April
2019
$ 2,150,000
-
1.54%-1.82%
Due by February
2018
The annual interest rate of short-term loans from related parties was not significantly different from those of
sales to third parties.
16. PROVISIONS
The Company’s current provisions were provisions for sales returns and allowances.
Year Ended December 31, 2017
Balance, beginning of year
Provision
Payment
Balance, end of year
Sales Returns
and Allowances
$ 16,991,612
44,244,876
(48,061,663)
$ 13,174,825
Provisions for sales returns and allowances are estimated based on historical experience and the
consideration of varying contractual terms, and are recognized as a reduction of revenue in the same year of
the related product sales.
Starting from 2018, the Company recognizes the estimation of sales returns and allowance as refund
liability (classified under accrued expenses and other current liabilities) upon initial application of IFRS 15.
17. BONDS PAYABLE
Domestic unsecured bonds
Less: Current portion
December 31,
2018
December 31,
2017
$ 91,800,000
$ 116,100,000
(34,900,000) (24,300,000)
$ 56,900,000
$ 91,800,000
- 157 -
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
100-1
100-2
101-1
101-2
101-3
101-4
102-1
102-2
102-3
102-4
B
A
B
A
B
A
B
-
A
B
C
A
B
C
A
B
A
B
B
C
September 2011 to
September 2018
January 2012 to
January 2017
January 2012 to
January 2019
August 2012 to
August 2017
August 2012 to
August 2019
September 2012 to
September 2017
September 2012 to
September 2019
October 2012 to
October 2022
January 2013 to
January 2018
January 2013 to
January 2020
January 2013 to
January 2023
February 2013 to
February 2018
February 2013 to
February 2020
February 2013 to
February 2023
$ 7,500,000
1.63%
Bullet repayment;
interest payable
annually
10,000,000
1.29%
The same as above
7,000,000
1.46%
The same as above
9,900,000
1.28%
The same as above
9,000,000
1.40%
The same as above
12,700,000
1.28%
The same as above
9,000,000
1.39%
The same as above
4,400,000
1.53%
The same as above
10,600,000
1.23%
The same as above
10,000,000
1.35%
The same as above
3,000,000
1.49%
The same as above
6,200,000
1.23%
The same as above
11,600,000
1.38%
The same as above
3,600,000
1.50%
The same as above
July 2013 to July 2020 10,200,000
3,500,000
July 2013 to July 2023
4,000,000
August 2013 to
August 2017
August 2013 to
August 2019
September 2013 to
September 2017
September 2013 to
March 2019
8,500,000
1,400,000
1,500,000
1.50%
1.70%
1.34%
The same as above
The same as above
The same as above
1.52%
The same as above
1.45%
The same as above
1.60%
Bullet repayment;
interest payable
annually (interest
for the six months
prior to maturity
will accrue on the
basis of actual days
and be repayable at
maturity)
(Continued)
- 158 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
102-4
D
September 2013 to
March 2021
$ 2,600,000
1.85%
Bullet repayment;
interest payable
annually (interest
for the six months
prior to maturity
will accrue on the
basis of actual days
and be repayable at
maturity)
E
F
September 2013 to
March 2023
September 2013 to
September 2023
5,400,000
2.05%
The same as above
2,600,000
2.10%
Bullet repayment;
interest payable
annually
(Concluded)
18. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan.
Pursuant to the Act, the Company has made monthly contributions equal to 6% of each employee’s
monthly salary to employees’ pension accounts. Accordingly, the Company recognized expenses of
NT$2,028,928 thousand and NT$1,905,444 thousand for the years ended December 31, 2018 and 2017,
respectively.
b. Defined benefit plans
The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits
based on an employee’s length of service and average monthly salary for the six-month period prior to
retirement. The Company contributes an amount equal to 2% of salaries paid each month to their
respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory
Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before
the end of each year, the Company assesses the balance in the Funds. If the amount of the balance in
the Funds is inadequate to pay retirement benefits for employees who conform to retirement
requirements in the next year, the Company is required to fund the difference in one appropriation that
should be made before the end of March of the next year. The Funds are operated and managed by the
government’s designated authorities; as such, the Company does not have any right to intervene in the
investments of the Funds.
- 159 -
Amounts recognized in respect of these defined benefit plans were as follows:
Current service cost
Net interest expense
Components of defined benefit costs recognized in profit or loss
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net
interest expense)
Actuarial loss arising from experience adjustments
Actuarial loss(gain) arising from changes in financial
assumptions
Components of defined benefit costs recognized in other
comprehensive income
Years Ended December 31
2018
2017
$
$
137,758
144,108
281,866
145,026
126,525
271,551
(71,288)
334,630
29,290
483,846
597,820
(258,455)
861,162
254,681
Total
$ 1,143,028
$
526,232
The pension costs of the aforementioned defined benefit plans were recognized in profit or loss by the
following categories:
Cost of revenue
Research and development expenses
General and administrative expenses
Marketing expenses
Years Ended December 31
2018
2017
$ 177,772
79,143
20,591
4,360
$ 175,357
75,340
16,669
4,185
$ 281,866
$ 271,551
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2018
December 31,
2017
Present value of defined benefit obligation
Fair value of plan assets
$ 13,662,684
(4,011,279)
$ 12,774,593
(3,923,889)
Net defined benefit liability
$ 9,651,405
$ 8,850,704
- 160 -
Movements in the present value of the defined benefit obligation were as follows:
Balance, beginning of year
Current service cost
Interest expense
Remeasurement:
Years Ended December 31
2018
2017
$ 12,774,593
137,758
207,804
$ 12,480,480
145,026
185,561
Actuarial loss arising from experience adjustments
Actuarial loss (gain) arising from changes in financial
assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
334,630
483,846
597,820
(274,326)
(115,595)
(258,455)
(261,865)
-
Balance, end of year
$ 13,662,684
$ 12,774,593
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2018
2017
$ 3,923,889
63,696
$ 3,929,072
59,036
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
71,288
226,732
(274,326)
(29,290)
226,936
(261,865)
Balance, end of year
$ 4,011,279
$ 3,923,889
The fair value of the plan assets by major categories at the end of reporting period was as follows:
Cash
Equity instruments
Debt instruments
December 31,
2018
December 31,
2017
$
756,126
2,148,040
1,107,113
$
707,477
1,993,336
1,223,076
$ 4,011,279
$ 3,923,889
The actuarial valuations of the present value of the defined benefit obligation were carried out by
qualified actuaries. The principal assumptions of the actuarial valuation were as follows:
Discount rate
Future salary increase rate
Measurement Date
December 31,
2018
December 31,
2017
1.30%
3.00%
1.65%
3.00%
- 161 -
Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to
the following risks:
1) Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc.
The investment is conducted at the discretion of the government’s designated authorities or under
the mandated management. However, under the R.O.C. Labor Standards Law, the rate of return
on assets shall not be less than the average interest rate on a two-year time deposit published by the
local banks and the government is responsible for any shortfall in the event that the rate of return is
less than the required rate of return.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
debt investments of the plan assets.
Assuming a hypothetical decrease in interest rate at the end of the reporting period contributed to a
decrease of 0.5% in the discount rate and all other assumptions were held constant, the present
value of the defined benefit obligation would increase by NT$921,750 thousand and NT$890,116
thousand as of December 31, 2018 and 2017, respectively.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the present value of the defined benefit obligation.
Assuming the expected salary rate increases by 0.5% at the end of the reporting period and all other
assumptions were held constant, the present value of the defined benefit obligation would increase
by NT$901,629 thousand and NT$873,801 thousand as of December 31, 2018 and 2017,
respectively.
The sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one
another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit
obligation has been calculated using the projected unit credit method at the end of the reporting period,
which is the same as that applied in calculating the defined benefit obligation liability.
The Company expects to make contributions of NT$233,534 thousand to the defined benefit plans in
the next year starting from December 31, 2018. The weighted average duration of the defined benefit
obligation is 13 years.
19. GUARANTEE DEPOSITS
Capacity guarantee
Others
Current portion (classified under accrued expenses and other current
liabilities)
Noncurrent portion
- 162 -
December 31,
2018
December 31,
2017
$ 9,289,628
205,020
$ 13,346,550
282,572
$ 9,494,648
$ 13,629,122
-
$
$ 6,148,000
3,346,648
$ 6,046,643
7,582,479
$ 9,494,648
$ 13,629,122
Some of guarantee deposits were refunded to customers by offsetting related accounts receivable.
20. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2018
December 31,
2017
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
A holder of issued common shares with par value of NT$10 per share is entitled to vote and to receive
dividends.
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock
options.
As of December 31, 2018, 1,068,157 thousand ADSs of the Company were traded on the NYSE. The
number of common shares represented by the ADSs was 5,340,787 thousand shares (one ADS
represents five common shares).
b. Capital surplus
Additional paid-in capital
From merger
From convertible bonds
From share of changes in equities of subsidiaries
From share of changes in equities of associates
Donations
December 31,
2018
December 31,
2017
$ 24,184,939
22,804,510
8,892,847
121,473
282,820
29,343
$ 24,184,939
22,804,510
8,892,847
118,792
289,240
19,208
$ 56,315,932
$ 56,309,536
Under the relevant laws, the capital surplus generated from donations and the excess of the issuance
price over the par value of capital stock (including the stock issued for new capital, mergers and
convertible bonds) may be used to offset a deficit; in addition, when the Company has no deficit, such
capital surplus may be distributed as cash dividends or stock dividends up to a certain percentage of the
Company’s paid-in capital. The capital surplus from share of changes in equities of subsidiaries and
associates and dividend of a claim extinguished by a prescription may be used to offset a deficit;
however, when generated from issuance of restricted shares for employees, such capital surplus may not
be used for any purpose.
- 163 -
c. Retained earnings and dividend policy
The Company’s Articles of Incorporation provide that, when allocating the net profits for each fiscal
year, the Company shall first offset its losses in previous years and then set aside the following items
accordingly:
1) Legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve
equals the Company’s paid-in capital;
2) Special capital reserve in accordance with relevant laws or regulations or as requested by the
authorities in charge;
3) Any balance left over shall be allocated according to the resolution of the shareholders’ meeting.
TSMC’s Articles of Incorporation provide the policy about the profit sharing bonus to employees,
please refer to Note 28.
The Company’s Articles of Incorporation also provide that profits of the Company may be distributed
by way of cash dividend and/or stock dividend. However, distribution of earnings shall be made
preferably by way of cash dividend. Distribution of earnings may also be made by way of stock
dividend; provided that the ratio for stock dividend shall not exceed 50% of the total distribution.
Any appropriations of the profits are subject to shareholders’ approval in the following year.
The appropriation for legal capital reserve shall be made until the reserve equals the Company’s paid-in
capital. The reserve may be used to offset a deficit, or be distributed as dividends in cash or stocks for
the portion in excess of 25% of the paid-in capital if the Company incurs no loss.
Pursuant to existing regulations, the Company is required to set aside additional special capital reserve
equivalent to the net debit balance of the other components of stockholders’ equity, such as the
accumulated balance of foreign currency translation reserve, unrealized valuation gain or loss from fair
value through other comprehensive income financial assets, unrealized valuation gain or loss from
available-for-sale financial assets, gain or loss from changes in fair value of hedging instruments in cash
flow hedges, etc. For the subsequent decrease in the deduction amount to stockholders’ equity, any
special reserve appropriated may be reversed to the extent that the net debit balance reverses.
The appropriations of 2017 and 2016 earnings had been approved by the Company’s shareholders in its
meetings held on June 5, 2018 and June 8, 2017, respectively. The appropriations and dividends per
share were as follows:
Appropriation of Earnings
For Fiscal
For Fiscal
Year 2016
Year 2017
Dividends Per Share
(NT$)
For Fiscal For Fiscal
Year 2017 Year 2016
Legal capital reserve
Special capital reserve
Cash dividends to shareholders
$ 34,311,148
26,907,527
207,443,044
$ 33,424,718
-
181,512,663
$8
$7
$ 268,661,719
$ 214,937,381
- 164 -
The Company’s appropriation of earnings for 2018 had been approved in the meeting of the Board of
Directors held on February 19, 2019. The appropriation and dividends per share were as follows:
Legal capital reserve
Special capital reserve
Cash dividends to shareholders
Appropriation
of Earnings
For Fiscal Year
2018
Dividends Per
Share (NT$)
For Fiscal Year
2018
$ 35,113,088
(11,459,458)
207,443,044
$ 231,096,674
$
8
The appropriation of earnings for 2018 is to be presented for approval in the Company’s shareholders’
meeting to be held on June 5, 2019 (expected).
d. Others
Changes in others were as follows:
Year Ended December 31, 2018
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Compensation
Total
$ (26,697,680 ) $
(524,915 ) $
4,226 $
(10,290 ) $ (27,228,659 )
14,578,483
-
-
-
-
-
-
-
-
(1,189,957 )
1,193,056
-
-
40,975
(22,162 )
76,850
(2,999,336 )
-
-
-
91,828
-
-
562
-
-
-
-
-
-
14,578,483
(1,189,957 )
1,193,056
40,975
(22,162 )
(2,922,486 )
8,447
-
8,447
92,390
Balance, beginning of year (IFRS 9)
Exchange differences arising on translation of
foreign operations
Unrealized gain (loss) on financial assets at
FVTOCI
Equity instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of associates
Share of unearned stock-based employee
compensation of associates
Income tax effect
Balance, end of year
$ (12,042,347 ) $ (3,429,324 ) $
23,601
$
(1,843 ) $ (15,449,913 )
- 165 -
Year Ended December 31, 2017
Foreign
Currency
Translation
Reserve
Unrealized
Gain/Loss from
Available-for-
sale Financial
Assets
Cash Flow
Hedges
Reserve
Unearned
Stock-Based
Employee
Compensation
Total
Balance, beginning of year
Exchange differences arising on translation of
$ 1,661,237
$
2,641
$
105 $
- $ 1,663,983
foreign operations
(28,270,770 )
-
-
(28,270,770 )
Changes in fair value of available-for-sale
financial assets
Cumulative (gain)/loss reclassified to profit
or loss upon disposal of available-for-sale
financial assets
Gain/(loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of associates
Share of unearned stock-based employee
compensation of associates
Income tax effect
-
-
-
(310,002 )
(115,690 )
-
-
-
-
-
-
99,534
(94,851 )
(88,147 )
211,951
-
-
-
-
(2,974 )
-
(562 )
(10,290 )
-
-
-
-
-
-
(310,002 )
(115,690 )
99,534
(94,851 )
123,804
(10,290 )
(3,536 )
Balance, end of year
$ (26,697,680 ) $
(214,074 ) $
4,226
$
(10,290 ) $ 26,917,818
The aforementioned other equity includes the changes in other equities of the Company and the
Company’s share of its subsidiaries and associates.
21. NET REVENUE
a. Disaggregation of revenue from contracts with customers
Product
Wafer
Others
Geography
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
Year Ended
December 31,
2018
$ 906,992,422
116,933,291
$ 1,023,925,713
Year Ended
December 31,
2018
$
78,260,773
626,493,249
175,794,228
71,068,438
58,125,879
14,183,146
$ 1,023,925,713
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
- 166 -
Application Type
Communication
Industrial/Standard
Computer
Consumer
Resolution
7-nanometer
10-nanometer
16/20-nanometer
28-nanometer
40/45-nanometer
65-nanometer
90-nanometer
0.11/0.13 micron
0.15/0.18 micron
0.25 micron and above
Wafer revenue
b. Contract balances
Year Ended
December 31,
2018
$ 574,350,582
232,589,200
143,744,212
73,241,719
$ 1,023,925,713
Year Ended
December 31,
2018
$ 81,146,571
96,600,008
209,828,511
177,484,309
101,481,881
75,734,952
36,543,823
20,638,247
80,886,264
26,647,856
$ 906,992,422
December 31,
2018
January 1,
2018
Contract liabilities (classified under accrued expenses and other
current liabilities)
$ 2,740,649
$ 31,078,331
The changes in the contract liability balances primarily result from the timing difference between the
satisfaction of performance obligation and the customer’s payment.
For the year ended December 31, 2018, the Company recognized NT$30,742,181 thousand as revenue
from the beginning balance of contract liability.
c. Refund liabilities
Estimated sales returns and other allowances is made and adjusted based on historical experience and
the consideration of varying contractual terms, which amounted to NT$53,382,673 thousand for the
year ended December 31, 2018. As of December 31, 2018, the aforementioned refund liabilities
amounted to NT$21,199,032 thousand (classified under accrued expenses and other current liabilities).
- 167 -
22. OTHER OPERATING INCOME AND EXPENSES, NET
Loss on disposal or retirement of property, plant and equipment, net
Impairment loss on property, plant and equipment, net
Others
$
(557,598) $ (1,008,989)
(423,468)
-
(252,676)
(687,168)
Years Ended December 31
2018
2017
$ (1,668,234)
$ (1,261,665)
Years Ended December 31
2018
2017
$ 1,845,471
1,731
-
1,847,202
157,905
$ 1,522,579
-
32,213
1,554,792
141,803
$ 2,005,107
$ 1,696,595
Years Ended December 31
2018
2017
$ 1,485,486
1,417,287
681
$ 1,967,750
766,001
15,889
$ 2,903,454
$ 2,749,640
Years Ended December 31
2018
2017
$ (1,498,856)
-
$
-
1,252,759
-
115,690
-
130,530
(6,137)
229,927
$ (1,368,326)
$ 1,592,239
23. OTHER INCOME
Interest income
Bank deposits
Financial assets at amortized cost
Held-to-maturity financial assets
Dividend income
24. FINANCE COSTS
Interest expense
Corporate bonds
Bank loans
Related parties
25. OTHER GAINS AND LOSSES, NET
Net gain (loss) on financial instruments at FVTPL
Mandatorily measured at FVTPL
Held for trading
Gain on disposal of financial assets, net
Available-for-sale financial assets
Impairment loss on financial assets
Financial assets carried at cost
Other gains, net
- 168 -
26. INCOME TAX
a. Income tax expense recognized in profit or loss
Income tax expense consisted of the following:
Current income tax expense
Current tax expense recognized in the current year
Income tax adjustments on prior years
Other income tax adjustments
Deferred income tax benefit
Effect of tax rate changes
The origination and reversal of temporary differences
Years Ended December 31
2018
2017
$ 50,511,247
(963,356)
149,771
49,697,662
$ 55,187,468
(938,292)
150,168
54,399,344
(1,466,706)
(3,163,687)
(4,630,393)
-
(4,194,644)
(4,191,644)
Income tax expense recognized in profit or loss
$ 45,067,269
$ 50,204,700
A reconciliation of income before income tax and income tax expense recognized in profit or loss was
as follows:
Years Ended December 31
2018
2017
Income before tax
$ 396,198,153
$ 393,316,176
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible (deductible) items in determining taxable
income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
Additional income tax on unappropriated earnings
Effect of tax rate changes on deferred income tax
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 79,239,631
$ 66,863,750
2,636,232
(54,234,074)
21,455,854
7,420,479
(1,466,706)
(3,163,687)
(6,006,875)
45,880,854
(963,356)
149,771
(1,438,813)
(16,467,720)
-
11,835,948
-
(4,194,644)
(5,605,697)
50,992,824
(938,292)
150,168
Income tax expense recognized in profit or loss
$ 45,067,269
$ 50,204,700
For the year ended December 31, 2017, the Company applied a tax rate of 17% for entities subject to
the R.O.C. Income Tax Law. In February 2018, the Income Tax Law in the R.O.C. was amended and,
starting from 2018, the corporate income tax rate was adjusted from 17% to 20%. In addition, the tax
rate for 2018 unappropriated earnings was reduced from 10% to 5%.
- 169 -
b. Income tax expense recognized in other comprehensive income
Deferred income tax benefit (expense)
Related to remeasurement of defined benefit obligation
Related to unrealized gain/loss on investments in equity
instruments at FVTOCI
Related to gain/loss on cash flow hedges
Related to unrealized gain/loss on available-for-sale financial
assets
Years Ended December 31
2018
2017
$ 103,339
$ 30,562
91,828
562
-
(562)
-
(2,974)
$ 195,729
$ 27,026
c. Deferred income tax balance
The analysis of deferred income tax assets and liabilities was as follows:
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Net defined benefit liability
Unrealized loss on inventories
Provision for sales returns and allowance
Investments in equity instruments at FVTOCI
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Available-for-sale financial assets
Others
December 31,
2018
December 31,
2017
$ 11,177,890
2,543,884
1,084,874
723,835
-
56,191
$ 7,668,535
-
975,324
604,635
1,580,979
-
$ 15,586,674
$ 10,829,473
$
(61,677) $
-
(171,607)
(169,480)
(95,421)
(37,304)
$
(233,284) $
(302,205)
- 170 -
Year Ended December 31, 2018
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Balance,
End of Year
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Net defined benefit liability
Unrealized loss on inventories
Investments in equity
$ 7,668,535
1,580,979
975,324
604,635
$
$ 3,509,355
962,905
6,211
119,200
-
-
103,339
-
$ 11,177,890
2,543,884
1,084,874
723,835
instruments at FVTOCI
-
-
56,191
56,191
$ 10,829,473
$ 4,597,671
$
159,530
$ 15,586,674
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Investments in equity
instruments at FVTOCI
Others
Deferred income tax assets
Temporary differences
Depreciation
Provision for sales returns and
allowance
$
(169,480)
$
107,803
$
-
$
(61,677)
(95,421)
(37,304)
-
(75,081)
95,421
(59,222)
-
(111,823)
$
(302,205)
$
32,722
$
36,199
$
(233,284)
Year Ended December 31, 2017
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Balance,
End of Year
$ 3,284,735
$ 4,383,800
$
-
$ 7,668,535
Net defined benefit liability
Unrealized loss on inventories
Others
1,428,787
939,543
698,858
94,858
152,192
5,219
(94,223)
(94,858)
-
30,562
-
-
1,580,979
975,324
604,635
-
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Available-for-sale financial
assets
Others
$ 6,446,781
$ 4,352,130
$
30,562
$ 10,829,473
$
(48,736)
$
(120,744)
-
$
-
$
(169,480)
(92,447)
-
-
(36,742)
-
(2,974)
(562)
(95,421)
(37,304)
$
(141,183)
$
(157,486)
$
(3,536)
$
(302,205)
d. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2018 and 2017, the aggregate deductible temporary differences for which no
deferred income tax assets have been recognized amounted to NT$20,060,918 thousand and
NT$26,536,307 thousand, respectively.
- 171 -
e. Unused tax-exemption information
As of December 31, 2018, the profits generated from the following projects of the Company are exempt
from income tax for a five-year period:
Construction and expansion of 2008
Construction and expansion of 2009
Tax-exemption Period
2015 to 2019
2018 to 2022
f. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2018 and 2017, the aggregate taxable temporary differences associated with
liabilities amounted to
income
investments
NT$112,893,001 thousand and NT$95,003,344 thousand, respectively.
in subsidiaries not recognized as deferred
tax
g. Income tax examination
The tax authorities have examined income tax returns of the Company through 2015. All investment
tax credit adjustments assessed by the tax authorities have been recognized accordingly.
27. EARNINGS PER SHARE
Basic EPS
Diluted EPS
EPS is computed as follows:
Years Ended December 31
2018
$13.54
$13.54
2017
$13.23
$13.23
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2018
Basic/Diluted EPS
Net income available to common shareholders $ 351,130,884
25,930,380
$ 13.54
Year Ended December 31, 2017
Basic/Diluted EPS
Net income available to common shareholders $ 343,111,476
25,930,380
$13.23
- 172 -
28. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
Years Ended December 31
2018
2017
a. Depreciation of property, plant and equipment
Recognized in cost of revenue
Recognized in operating expenses
Recognized in other operating income and expenses
$ 251,292,565
23,020,118
27,857
$ 231,042,615
19,490,010
64,510
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
$ 274,340,540
$ 250,597,135
$
2,018,702
2,334,145
$
2,119,899
2,205,129
$
4,352,847
$
4,325,028
c. Research and development costs expensed as incurred
$ 84,944,461
$ 79,887,723
d. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Other employee benefits
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$
$
2,028,928
281,866
2,310,794
93,694,021
1,905,444
271,551
2,176,995
90,611,476
$ 96,004,815
$ 92,788,471
$ 57,733,597
38,271,218
$ 55,902,877
36,885,594
$ 96,004,815
$ 92,788,471
According to the Company’s Articles of Incorporation, the Company shall allocate compensation to
directors and profit sharing bonus to employees of the Company not more than 0.3% and not less than 1%
of annual profits during the period, respectively.
The Company accrued profit sharing bonus to employees based on a percentage of net income before
income tax, profit sharing bonus to employees and compensation to directors during the period, which
amounted to NT$23,570,040 thousand and NT$23,019,082 thousand for the years ended December 31,
2018 and 2017, respectively; compensation to directors was expensed based on estimated amount payable.
If there is a change in the proposed amounts after the annual parent company only financial statements are
authorized for issue, the differences are recorded as a change in accounting estimate.
The Company’s profit sharing bonus to employees and compensation to directors in the amounts of
NT$23,570,040 thousand and NT$349,272 thousand in cash for 2018, respectively, profit sharing bonus to
employees and compensation to directors in the amounts of NT$23,019,082 thousand and NT$368,919
thousand in cash for 2017, respectively, and profit sharing bonus to employees and compensation to
directors in the amounts of NT$22,418,339 thousand and NT$376,432 thousand in cash for 2016,
respectively, had been approved by the Board of Directors of the Company held on February 19, 2019,
February 13, 2018 and February 14, 2017, respectively. There is no significant difference between the
- 173 -
aforementioned approved amounts and the amounts charged against earnings of 2018, 2017 and 2016,
respectively.
The information about the appropriations of the Company’s profit sharing bonus to employees and
compensation to directors is available at the Market Observation Post System website.
29. CASH FLOW INFORMATION
Reconciliation of liabilities arising from financing activities
Balance as of
January 1, 2018
Financing Cash
Flow
Non-cash changes
Foreign
Exchange
Movement
Other Changes
(Note)
Balance as of
December 31,
2018
Short-term loans
Guarantee deposits
Bonds payable
$
63,766,850
13,629,122
116,100,000
$
27,154,770
$
1,504,809
(24,300,000)
1,060,720
396,617
$
-
-
$
(6,035,900)
-
91,982,340
9,494,648
91,800,000
Total
$ 193,495,972
$
4,359,579 $
1,457,337
$
(6,035,900) $ 193,276,988
Note: Other changes include guarantee deposits refunded to customers by offsetting related accounts
receivable.
30. CAPITAL MANAGEMENT
The Company requires significant amounts of capital to build and expand its production facilities and
acquire additional equipment. In consideration of the industry dynamics, the Company manages its capital
in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital
needs, capital asset purchases, research and development activities, dividend payments, debt service
requirements and other business requirements associated with its existing operations over the next 12
months.
31. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
Financial assets
FVTPL (Note 1)
FVTOCI (Note 2)
Hedging financial assets
Amortized cost (Note 3)
Financial liabilities
FVTPL (Note 4)
Hedging financial liabilities
Amortized cost (Note 5)
- 174 -
December 31,
2018
$
54,115
5,126,829
23,497
365,119,060
$ 370,323,501
$
30,232
1,941
310,265,696
$ 310,297,869
Note 1: Financial assets mandatorily measured at FVTPL.
Note 2: Including notes and accounts receivable, net and equity investments.
Note 3: Including cash and cash equivalents, financial assets at amortized cost, notes and accounts
receivable (including related parties), other receivables and refundable deposits.
Note 4: Held for trading.
Note 5: Including short-term loans, accounts payable (including related parties), payables to
contractors and equipment suppliers, accrued expenses and other current liabilities, bonds
payable, and guarantee deposits.
Financial assets
FVTPL
Available-for-sale financial assets (Note 6)
Hedging derivative financial assets
Loans and receivables (Note 7)
Financial liabilities
FVTPL
Hedging derivative financial liabilities
Amortized cost (Note 8)
December 31,
2017
$
373,351
2,808,606
7,378
362,375,885
$ 365,565,220
$
18,764
15,562
294,856,247
$ 294,890,573
Note 6: Including financial assets carried at cost.
Note 7: Including cash and cash equivalents, notes and accounts receivable (including related parties),
other receivables and refundable deposits.
Note 8: Including short-term loans, accounts payable (including related parties), payables to
contractors and equipment suppliers, accrued expenses and other current liabilities, bonds
payable and guarantee deposits.
b. Financial risk management objectives
The Company seeks to ensure sufficient cost-efficient funding readily available when needed. The
Company manages its exposure to foreign currency risk, interest rate risk, equity price risk, credit risk
and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties
may have on its financial performance.
The plans for material treasury activities are reviewed by Audit Committees and/or Board of Directors
in accordance with procedures required by relevant regulations or internal controls. During the
implementation of such plans, Corporate Treasury function must comply with certain treasury
procedures that provide guiding principles for overall financial risk management and segregation of
duties.
- 175 -
c. Market risk
The Company is exposed to the financial market risks, primarily changes in foreign currency exchange
rates, interest rates and equity investment prices. A portion of these risks is hedged.
Foreign currency risk
Most of the Company’s revenues and expenditures are denominated in foreign currencies.
Consequently, the Company is exposed to foreign currency risk. To protect against reductions in
value and the volatility of future cash flows caused by changes in foreign exchange rates, the Company
uses derivative financial instruments, such as forward exchange contracts and cross currency swaps, and
non-derivative financial instruments, such as foreign currency-denominated debt, to partially hedge the
Company’s existing and certain forecasted currency exposure. These hedges will offset only a portion
of, but do not eliminate, the financial impact from movements in foreign currency exchange rates.
The Company’s sensitivity analysis of foreign currency risk mainly focuses on the foreign currency
monetary items and the derivatives financial instruments at the end of the reporting period. Assuming
an unfavorable 10% movement in the levels of foreign exchanges relative to the New Taiwan dollar, the
net income for the years ended December 31, 2018 and 2017 would have decreased by NT$489,326
thousand and NT$849,248 thousand, respectively, and the other comprehensive income for the years
ended December 31, 2018 and 2017 would have decreased by NT$315,571 thousand and NT$265,875
thousand, respectively.
Interest rate risk
The Company is exposed to interest rate risk primarily related to its outstanding debt and investments in
fixed income securities. All of the Company’s bonds payable have fixed interest rates and are
measured at amortized cost. As such, changes in interest rates would not affect the future cash flows.
The Company classified its investments in fixed income securities as financial assets at amortized costs
starting from 2018; as held-to-maturity financial assets in 2017. Because financial assets at amortized
costs and held-to-maturity fixed income securities are measured at amortized cost, changes in interest
rates would not affect the fair value.
Other price risk
The Company is exposed to equity price risk for 2018 and 2017 arising from financial assets at
FVTOCI and available-for-sale equity investments, respectively.
Assuming a hypothetical decrease of 5% in prices of the equity investments at the end of the reporting
period for the years ended December 31, 2018 and 2017, the other comprehensive income would have
decreased by NT$65,097 thousand and NT$120,835 thousand, respectively.
d. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial losses to the Company. The Company is exposed to credit risks from operating activities,
primarily trade receivables, and from investing activities, primarily deposits, fixed-income investments
and other financial instruments with banks. Credit risk is managed separately for business related and
financial related exposures. As of the end of the reporting period, the Company’s maximum credit
risk exposure is equal to the carrying amount of financial assets.
- 176 -
Business related credit risk
The Company’s trade receivables are from its customers worldwide. The majority of the Company’s
outstanding trade receivables are not covered by collaterals or guarantees. While the Company has
procedures to monitor and manage credit risk exposure on trade receivables, there is no assurance such
procedures will effectively eliminate losses resulting from its credit risk. This risk is heightened
during periods when economic conditions worsen.
As of December 31, 2018 and 2017, the Company’s ten largest customers accounted for 76% and 74%
of accounts receivable, respectively. The Company believes the concentration of credit risk is not
material for the remaining accounts receivable.
Financial credit risk
The Company mitigates its financial credit risk by selecting counterparties with investment-grade credit
ratings and by limiting the exposure to any individual counterparty. The Company regularly monitors
and reviews the limit applied to counterparties and adjusts the limit according to market conditions and
the credit standing of the counterparties.
The risk management of expected credit loss for financial assets at amortized cost and investments in
debt instruments at FVTOCI is as follows:
The Company only invests in debt instruments that are rated as investment grade or higher. The credit
rating information is supplied by external rating agencies. The Company assesses whether there has
been a significant increase in credit risk since initial recognition by reviewing changes in external credit
ratings, financial market conditions and material information of the bond-issuers.
The Company assesses the 12-month expected credit loss and lifetime expected credit loss based on the
probability of default and loss given default provided by external credit rating agencies. The current
credit risk assessment policies are as follows:
Category
Description
Basis for Recognizing
Expected Credit Loss
Expected
Credit Loss
Ratio
Performing
Credit rating on trade date and
12 months expected credit
0%
valuation date:
(1) Within investment grade
(2) Between BB+ and BB-
loss
Doubtful
Credit rating on trade date and
Lifetime expected credit
valuation date:
(1) From investment grade to
non-investment grade
(2) From BB+~BB- to B+~CCC-
loss-not credit impaired
In default
Credit rating CC or below
Write-off
There is evidence indicating that the
debtor is in severe financial
difficulty and the Company has no
realistic prospect of recovery
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the year ended December 31, 2018, the Company recognizes the expected credit loss NT$0, mainly
attributed to asset allocation to debt investments of higher credit rating.
- 177 -
e. Liquidity risk management
The objective of liquidity risk management is to ensure the Company has sufficient liquidity to fund its
business operations over the next 12 months. The Company manages its liquidity risk by maintaining
adequate cash and cash equivalent, debt investment at FVTPL, financial assets at FVTOCI-current, and
financial assets amortized at cost-current.
The table below summarizes the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments, including principal and interest.
Less Than
1 Year
2-3 Years
4-5 Years
5+ Years
Total
December 31, 2018
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Guarantee deposits (including those
classified under accrued expenses
and other current liabilities)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
December 31, 2017
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Guarantee deposits (including those
classified under accrued expenses
and other current liabilities)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
$ 92,039,118
$
35,019,044
41,279,910
40,888,712
36,039,935
$
-
-
-
$
-
-
-
-
35,340,742
-
22,979,426
6,148,000
251,414,719
2,884,933
38,225,675
461,715
23,441,141
35,608,273
(35,681,524 )
(73,251 )
-
-
-
-
-
-
$ 251,341,468
$ 38,225,675
$ 23,441,141
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 92,039,118
35,019,044
41,279,910
40,889,712
94,360,103
9,494,648
313,081,535
35,608,273
(35,681,524 )
(73,251 )
$ 313,008,284
$ 63,801,977
30,434,887
50,363,976
$ 63,801,977
$
30,434,887
50,363,976
20,561,411
25,791,842
$
-
-
-
$
-
-
-
-
68,378,787
-
7,777,715
-
18,203,601
20,561,411
120,151,945
6,046,643
197,000,736
7,498,840
75,877,627
83,639
7,861,354
-
18,203,601
13,629,122
298,943,318
48,169,933
(48,530,989 )
(361,056 )
-
-
-
-
-
-
-
-
-
48,169,933
(48,530,989 )
(361,056 )
$ 196,639,680
$ 75,877,627
$
7,861,354
$ 18,203,601
$ 298,582,262
- 178 -
f. Fair value of financial instruments
1) Fair value measurements recognized in the parent company only balance sheets
Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
2) Fair value of financial instruments that are measured at fair value on a recurring basis
Fair value hierarchy
The following table presents the Company’s financial assets and liabilities measured at fair value on
a recurring basis:
Level 1
Level 2
Level 3
Total
December 31, 2018
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
Non-publicly traded equity
investments
Publicly traded stocks
Notes and accounts receivable, net
$
-
$
54,115
$
-
$
54,115
$
-
568,150
-
$
-
-
3,595,069
$
963,610
-
-
$
963,610
568,150
3,595,069
$
568,150
$ 3,595,069
$
963,610
$ 5,126,829
Hedging financial assets
Cash flow hedges
Forward exchange contracts
$
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
Hedging financial liabilities
Cash flow hedges
Forward exchange contracts
$
-
-
-
$
23,497
$
$
30,232
$
$
1,941
$
-
-
-
$
23,497
$
30,232
$
1,941
- 179 -
Level 1
Level 2
Level 3
Total
December 31, 2017
Financial assets at FVTPL
Held for trading
Forward exchange contracts
$
-
$
373,351
$
Available-for-sale financial assets
Publicly traded stocks
$ 2,393,555
$
-
$
Hedging derivative financial
assets
Cash flow hedges
Forward exchange contracts
$
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
Hedging derivative financial
liabilities
Cash flow hedges
-
-
$
7,378
$
$
18,764
$
-
-
-
-
$
373,351
$ 2,393,555
$
7,378
$
18,764
Forward exchange contracts
$
-
$
15,562
$
-
$
15,562
Reconciliation of Level 3 fair value measurements of financial assets
The financial assets measured at Level 3 fair value were equity investments classified as financial
assets at FVTOCI. Reconciliations for the year ended December 31, 2018 were as follows:
Balance at January 1, 2018
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
Balance at December 31, 2018
$ 983,590
(16,524)
(3,456)
$ 963,610
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
Forward exchange contracts are measured using forward exchange rates and the discounted
yield curves that are derived from quoted market prices.
The fair value of accounts receivables classified as at FVTOCI are determined by the present
value of future cash flows based on the discount rate that reflects the credit risk of
counterparties.
- 180 -
Valuation techniques and assumptions used in Level 3 fair value measurement
The fair values of non-publicly traded equity investments are mainly determined by using the asset
approach and market approach.
To determine the fair value, the Company utilizes the asset approach and takes into account the net
asset value measured at the fair value by independent parties.
The market approach is used to arrive at their fair value, for which the recent financing activities of
investees, the market transaction prices of the similar companies and market conditions are
considered.
3) Fair value of financial instruments that are not measured at fair value
Except as detailed in the following table, the Company considers that the carrying amounts of
financial instruments in the parent company only financial statements that are not measured at fair
value approximate their fair values.
Fair value hierarchy
The table below sets out the fair value hierarchy for the Company’s assets and liabilities which are
not required to measure at fair value:
Carrying
Amount
December 31, 2018
Fair Value
Level 1
Level 2
Level 3
Total
Financial assets
Financial assets at amortized costs
Commercial paper
Financial liabilities
Financial liabilities at amortized costs
$ 2,294,098 $
- $ 2,296,188 $
- $ 2,296,188
Bonds payable
$ 91,800,000 $
- $ 93,171,255 $
- $ 93,171,255
Carrying
Amount
December 31, 2017
Fair Value
Level 1
Level 2
Level 3
Total
Financial liabilities at amortized costs
Bonds payable
$ 116,100,000 $
- $ 118,020,699 $
- $ 118,020,699
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair value of commercial paper is determined by the present value of future cash flows based on
the discounted curves that are derived from the quoted market prices.
The fair value of the Company’s bonds payable is determined by quoted market prices provided by
third party pricing services.
- 181 -
32. RELATED PARTY TRANSACTIONS
The significant transactions between the Company and its related parties, other than those disclosed in other
notes, are summarized as follows:
a. Related party name and categories
Related Party Name
Related Party Categories
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
TSMC Global
TSMC China
TSMC Nanjing
VisEra Tech
TSMC North America
TSMC Europe
TSMC Japan
TSMC Korea
TSMC Solar Europe GmbH
TSMC Design Technology Canada Inc. (TSMC Canada) Indirect Subsidiaries
Indirect Subsidiaries
TSMC Technology, Inc. (TSMC Technology)
Indirect Subsidiaries
WaferTech, LLC (WaferTech)
Associates
GUC
Associates
VIS
Associates
SSMC
Associates
Xintec
Other related parties
TSMC Education and Culture Foundation
Other related parties
TSMC Charity Foundation
b. Net revenue
Years Ended December 31
2018
2017
Item
Related Party Name/Categories
Net revenue from sale of goods TSMC North America
Associates
Other subsidiaries
Other related parties
$ 650,432,820
6,762,827
150,407
330
$ 650,351,537
6,941,089
487,112
133
$ 657,346,384
$ 657,779,871
Item
Related Party Categories
Net revenue from royalties
Associates
Subsidiaries
$
362,259
568
$
482,537
264
$
362,827
$
482,801
- 182 -
c. Purchases
Related Party Categories
Subsidiaries
Associates
d. Receivables from related parties
Years Ended December 31
2018
2017
$ 34,136,678
8,809,394
$ 30,843,591
9,903,917
$ 42,946,072
$ 40,747,508
December 31,
2018
December 31,
2017
Item
Related Party Name/Categories
Receivables from related
parties
TSMC North America
Associates
Other subsidiaries
$ 86,057,097
375,184
20,303
$ 91,329,510
777,730
34,597
$ 86,452,584
$ 92,141,837
Other receivables from related TSMC North America
$ 1,035,465
parties
TSMC Nanjing
Associates
Other subsidiaries
e. Payables to related parties
89,334
64,203
45,660
$ 1,246,101
1,754,484
127,459
15,828
$ 1,234,662
$ 3,143,872
December 31,
2018
December 31,
2017
Item
Related Party Name/Categories
Payables to related parties
TSMC China
WaferTech
Xintec
SSMC
VIS
Other subsidiaries
Other associates
Other related parties
$ 1,299,072
1,092,785
649,812
362,564
357,080
778,396
7,043
-
$ 1,440,141
1,328,094
817,876
406,959
409,950
405,127
9,517
12,000
$ 4,546,782
$ 4,829,664
- 183 -
f. Accrued expenses and other current liabilities
December 31,
2018
December 31,
2017
Item
Related Party Name/Categories
Accrued expenses and other
current liabilities
TSMC Nanjing
Other subsidiaries
g. Disposal of property, plant and equipment
$ 199,638
681
$ 200,319
$
$
-
-
-
Proceeds
Years Ended December 31
2018
2017
$ 2,839,622 $ 14,336,846
120,790
1,355
25,380
-
$ 2,865,002 $ 14,458,991
Gains
Years Ended December 31
2018
2017
$ 386,239
64,964
-
$ 81,272
50,361
1,355
$ 451,203
$ 132,988
Deferred Gains from Disposal of
Property, Plant and Equipment
December 31,
2017
December 31,
2018
$ 234,810
152,970
$ 574,633
192,554
$ 387,780
$ 767,187
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Associates
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Associates
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
- 184 -
h. Others
Item
Related Party Name/Categories
Manufacturing expenses
Associates
Subsidiaries
$ 2,876,216
35,603
$ 2,098,141
9,318
Years Ended December 31
2018
2017
Research and development
expenses
Subsidiaries
Associates
$ 2,911,819
$ 2,107,459
$ 2,407,068
83,145
$ 2,205,906
69,841
$ 2,490,213
$ 2,275,747
Marketing expenses -
commission
TSMC Europe
Other subsidiaries
$
463,093
402,973
$
437,561
370,243
General and administrative
expenses
Other related parties
Subsidiaries
$
120,756
3,426
$
101,500
3,910
$
866,066
$
807,804
$
124,182
$
105,410
The sales prices and payment terms to related parties were not significantly different from those of sales
to third parties. For other related party transactions, price and terms were determined in accordance
with mutual agreements.
The Company leased factory and office from associates. The lease terms and prices were both
determined in accordance with mutual agreements. The rental expenses were paid to associates
monthly; the related expenses were both classified under manufacturing expenses.
The Company deferred the disposal gain or loss derived from sales of property, plant and equipment to
related parties using equity method, and then recognized such gain or loss over the depreciable lives of
the disposed assets.
i. Compensation of key management personnel
The compensation to directors and other key management personnel for the years ended December 31,
2018 and 2017 were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2018
2017
$ 1,906,266
3,041
$ 2,071,171
3,375
$ 1,909,307
$ 2,074,546
The compensation to directors and other key management personnel were determined by the
Compensation Committee of the Company in accordance with the individual performance and the
market trends.
- 185 -
33. SIGNIFICANT OPERATING LEASE ARRANGEMENTS
The Company’s major significant operating leases are arrangements on several parcels of land and
machinery and equipment.
The Company expensed the lease payments as follows:
Minimum lease payments
$ 3,773,364
$ 1,748,190
Future minimum lease payments under the above non-cancellable operating leases are as follows:
Years Ended December 31
2018
2017
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
December 31,
2018
December 31,
2017
$ 5,510,729
4,957,770
8,253,382
$ 2,622,896
4,340,428
7,849,690
$ 18,721,881
$ 14,813,014
34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Company as of the end of the
reporting period, excluding those disclosed in other notes, were as follows:
a. Under a technical cooperation agreement with Industrial Technology Research Institute, the R.O.C.
Government or its designee approved by the Company can use up to 35% of the Company’s capacity
provided the Company’s outstanding commitments to its customers are not prejudiced. The term of
this agreement is for five years beginning from January 1, 1987 and is automatically renewed for
successive periods of five years unless otherwise terminated by either party with one year prior notice.
As of December 31, 2018, the R.O.C. Government did not invoke such right.
b. Under a Shareholders Agreement entered into with Philips and EDB Investments Pte Ltd. on March 30,
1999, the parties formed a joint venture company, SSMC, which is an integrated circuit foundry in
Singapore. The Company’s equity interest in SSMC was 32%. Nevertheless, in September 2006,
Philips spun-off its semiconductor subsidiary which was renamed as NXP B.V. Further, the Company
and NXP B.V. purchased all the SSMC shares owned by EDB Investments Pte Ltd. pro rata according
to the Shareholders Agreement on November 15, 2006. After the purchase, the Company and NXP
B.V. currently own approximately 39% and 61% of the SSMC shares, respectively. The Company
and NXP B.V. are required, in the aggregate, to purchase at least 70% of SSMC’s capacity, but the
Company alone is not required to purchase more than 28% of the capacity. If any party defaults on the
commitment and the capacity utilization of SSMC falls below a specific percentage of its capacity, the
defaulting party is required to compensate SSMC for all related unavoidable costs. There was no
default from the aforementioned commitment as of December 31, 2018.
- 186 -
c. In May 2017, Uri Cohen filed a complaint in the U.S. District Court for the Eastern District of Texas
alleging that the Company, TSMC North America and other companies infringe four U.S. patents.
Cohen’s case was transferred to and consolidated with the responsive declaratory judgment case for
non-infringement of Cohen’s asserted patents filed by the Company and TSMC North America in the
U.S. District Court for the Northern District of California. In July 2018, all pending litigations
between the parties in the U.S. District Court for the Northern District of California were dismissed.
d. On September 28, 2017, the Company was contacted by the European Commission (the
“Commission”), which has asked us for
information and documents concerning alleged
anti-competitive practices in relation to semiconductor sales. We are cooperating with the
Commission to provide the requested information and documents. In light of the fact that this
proceeding is still in its preliminary stage, it is premature to predict how the case will proceed, the
outcome of the proceeding or its impact.
e. The Company entered into long-term purchase agreements of material with multiple suppliers. The
relative minimum purchase quantity and price are specified in the agreements.
f. The Company entered into a long-term purchase agreement of equipment. The relative purchase
quantity and price are specified in the agreement.
g. The Company entered into long-term energy purchase agreements with multiple suppliers. The
relative purchase period, quantity and price are specified in the agreements.
h. As of December 31, 2018, the Company provided endorsement guarantees of NT$2,557,977 thousand
to its subsidiary, TSMC North America, in respect of providing endorsement guarantees for office
leasing contract.
35. SIGNIFICANT LOSSES FROM DISASTERS
The Company experienced a computer virus outbreak on August 3, 2018, which affected a number of
computer systems and fab tools, and consequently impacted wafer production in Taiwan. All the impacted
tools have been recovered by August 6, 2018. The Company recognized a loss of NT$2,596,046 thousand
related to this incident for the three months ended September 30, 2018, which was included in cost of
revenue.
36. SIGNIFICANT SUBSEQUENT EVENTS
On January 19, 2019, the Company discovered a wafer contamination issue in a fab in Taiwan caused by a
batch of unqualified photoresist materials. After investigation, the Company immediately stopped using the
unqualified materials. As of the date the accompanying parent company only financial statements were
issued, a preliminary estimated loss of NT$6,100,000 thousand will be recognized in cost of revenue for the
three months ended March 31, 2019.
- 187 -
37. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into
the functional currency. The significant financial assets and liabilities denominated in foreign currencies
were as follows:
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note)
Carrying
Amount
(In Thousands)
December 31, 2018
Financial assets
Monetary items
USD
EUR
JPY
Non-monetary items
HKD
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2017
Financial assets
Monetary items
USD
EUR
JPY
Non-monetary items
HKD
Financial liabilities
Monetary items
USD
EUR
JPY
$
4,527,578
2,171
235,512
30.740
35.22
0.2783
$ 139,177,748
76,462
65,543
144,567
3.93
568,150
4,147,398
471,127
33,416,236
30.740
35.22
0.2783
127,491,021
16,593,099
9,299,738
5,494,191
236,279
34,012,314
29.659
35.45
0.2629
162,952,207
8,376,078
8,941,837
285,336
3.80
1,084,276
3,880,441
410,686
35,365,911
29.659
35.45
0.2629
115,090,012
14,558,807
9,297,698
Note: Exchange rate represents the number of N.T. dollars for which one foreign currency could be
exchanged.
Please refer to the parent company only statements of comprehensive income for the total of realized and
unrealized foreign exchange gain and loss for the years ended December 31, 2018 and 2017, respectively.
Since there were varieties of foreign currency transactions of the Company, the Company was unable to
disclose foreign exchange gain (loss) towards each foreign currency with significant impact.
- 188 -
38. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for the Company:
a. Financings provided: Please see Table 1 attached;
b. Endorsement/guarantee provided: Please see Table 2 attached;
c. Marketable securities held (excluding investments in subsidiaries and associates): Please see Table 3
attached;
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of
the paid-in capital: Please see Table 4 attached;
e. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in
capital: Please see Table 5 attached;
f. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in
capital: None;
g. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital:
Please see Table 6 attached;
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
Please see Table 7 attached;
i.
Information about the derivative financial instruments transaction: Please see Notes 7 and 8;
j. Names, locations, and related information of investees over which the Company exercises significant
influence (excluding information on investment in mainland China): Please see Table 8 attached;
k. Information on investment in mainland China
1) The name of the investee in mainland China, the main businesses and products, its issued capital,
method of investment, information on inflow or outflow of capital, percentage of ownership,
income (losses) of the investee, share of profits/losses of investee, ending balance, amount received
as dividends from the investee, and the limitation on investee: Please see Table 9 attached.
2) Significant direct or indirect transactions with the investee, its prices and terms of payment,
unrealized gain or loss, and other related information which is helpful to understand the impact of
investment in mainland China on financial reports: Please see Note 32.
39. OPERATING SEGMENTS INFORMATION
The Company has provided the operating segments disclosure in the consolidated financial statements.
- 189 -
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1
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-
THE CONTENTS OF STATEMENTS OF MAJOR
ACCOUNTING ITEMS
ITEM
STATEMENT INDEX
MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND
EQUITY
STATEMENT OF CASH AND CASH EQUIVALENTS
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE,
NET
STATEMENT OF RECEIVABLES FROM RELATED
PARTIES
STATEMENT OF INVENTORIES
STATEMENT OF OTHER CURRENT ASSETS
STATEMENT OF CHANGES IN INVESTMENTS
ACCOUNTED FOR USING EQUITY METHOD
STATEMENT OF CHANGES IN PROPERTY, PLANT AND
EQUIPMENT
STATEMENT OF CHANGES IN ACCUMULATED
DEPRECIATION AND ACCUMULATED IMPAIRMENT
OF PROPERTY, PLANT AND EQUIPMENT
STATEMENT OF CHANGES IN INTANGIBLE ASSETS
STATEMENT OF GUARANTEE DEPOSITS
STATEMENT OF DEFERRED INCOME TAX ASSETS /
LIABILITIES
STATEMENT OF SHORT-TERM LOANS
STATEMENT OF ACCOUNTS PAYABLES
STATEMENT OF PAYABLES TO RELATED PARTIES
STATEMENT OF PAYABLES TO CONTRACTORS AND
EQUIPMENT SUPPLIERS
STATEMENT OF PROVISIONS
STATEMENT OF ACCRUED EXPENSES AND OTHER
CURRENT LIABILITIES
STATEMENT OF BONDS PAYABLE
MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS
STATEMENT OF NET REVENUE
STATEMENT OF COST OF REVENUE
STATEMENT OF OPERATING EXPENSES
STATEMENT OF FINANCE COSTS
STATEMENT OF LABOR, DEPRECIATION AND
AMORTIZATION BY FUNCTION
1
2
3
4
Note 14
5
Note 12
Note 12
Note 13
Note 19
Note 26
6
7
8
9
Note 16
10
11
12
13
14
Note 24
15
- 217 -
STATEMENT 1
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CASH AND CASH EQUIVALENTS
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Description
Amount
Cash
Petty cash
Cash in banks
Checking accounts and demand deposits
Foreign currency deposits
Time deposits
Cash equivalents
$
280
17,433,341
12,070,686
208,969,550
Including US$389,998 thousand @30.74,
JPY199,382 thousand @0.2783,
EUR729 thousand @35.22 and RMB220
thousand @4.4773
From 2018.06.05 to 2019.10.31, interest
rates at 0.17%-3.00%, including
NT$208,317,862 thousand and
US$21,200 thousand @30.74
Repurchase agreements collateralized by
Expired by 2019.01.02, interest rates at
1,229,600
corporate bonds
Commercial paper
Total
3.7%
Expired by 2019.02.20, interest rates at
499,068
0.76%
$ 240,202,525
- 218 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE, NET
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
Client Name
Client A
Client B
Client C
Client D
Others (Note 1)
Less: Allowance for doubtful accounts
Total
STATEMENT 2
Amount
$ 9,700,035
3,912,500
3,681,950
3,276,349
16,121,687
36,692,521
(7,132)
$ 36,685,389
Note 1: The amount of individual client included in others does not exceed 5% of the account balance.
Note 2: The accounts receivable past due over one year amounted to NT$4 thousand for which the Company
has recognized appropriate allowance for doubtful accounts.
- 219 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF RECEIVABLES FROM RELATED PARTIES
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
Client Name
TSMC North America
Others (Note)
Total
STATEMENT 3
Amount
$ 86,057,097
395,487
$ 86,452,584
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 220 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF INVENTORIES
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
STATEMENT 4
Item
Finished goods
Work in process
Raw materials
Supplies and spare parts
Total
Amount
Cost
Net Realizable
Value
$ 10,920,351
$ 24,537,764
70,405,998
187,819,293
14,110,534
14,140,627
2,651,277
2,758,051
$ 98,088,160
$ 229,255,735
- 221 -
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Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCOUNTS PAYABLES
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
Vendor Name
Vendor A
Others (Note)
Total
STATEMENT 7
Amount
$ 1,625,875
28,846,417
$ 30,472,292
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 224 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO RELATED PARTIES
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
Vendor Name
TSMC China
WaferTech
Xintec
TSMC Nanjing
SSMC
VIS
Others (Note)
Total
STATEMENT 8
Amount
$ 1,299,072
1,092,785
649,812
414,401
362,564
357,080
371,038
$ 4,546,752
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 225 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO CONTRACTORS AND EQUIPMENT SUPPLIERS
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
STATEMENT 9
Vendor Name
Vendor B
Vendor C
Vendor D
Others (Note)
Total
Amount
$ 4,424,855
4,089,399
2,349,753
30,415,903
$ 41,279,910
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 226 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
Item
Refund liability
Guarantee deposit
Receipts in advance
Others (Note)
Total
Note: The amount of each item in others does not exceed 5% of the account balance.
STATEMENT 10
Amount
$ 21,199,032
6,148,000
2,740,649
19,690,361
$ 49,778,042
- 227 -
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T
STATEMENT 12
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NET REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Shipments
(Piece) (Note)
Amount
Wafer
Other
Net revenue
Note: 12-inch equivalent wafers.
10,751,552
$ 906,992,422
116,933,291
$ 1,023,925,713
- 229 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF COST OF REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
Item
Raw materials used
Balance, beginning of year
Raw material purchased
Raw materials, end of year
Transferred to manufacturing or operating expenses
Others
Subtotal
Direct labor
Manufacturing expenses
Manufacturing cost
Work in process, beginning of year
Work in process, end of year
Transferred to manufacturing or operating expenses
Cost of finished goods
Finished goods, beginning of year
Finished goods purchased
Finished goods, end of year
Transferred to manufacturing or operating expenses
Scrapped
Subtotal
Others
Total
STATEMENT 13
Amount
$
6,566,716
48,003,230
(14,110,534)
(6,483,906)
(205,440)
33,770,066
14,099,289
474,764,387
522,633,742
52,166,234
(70,405,998)
(21,864,208)
482,529,770
9,596,837
45,624,012
(10,920,351)
(11,067,796)
(103,647)
515,658,825
15,202,341
$ 530,861,166
- 230 -
STATEMENT 14
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars)
Item
Research and
Development
Expenses
General and
Administrative
Expenses
Selling
Expenses
Payroll and related expense
$ 28,608,138
$ 7,541,827
$ 2,121,253
Depreciation expense
22,154,406
822,877
Consumables
21,022,083
235,779
Repair and maintenance expense
3,624,661
1,266,629
Moving expense
Service fee
Patents
Management fees of the Science Park Administration
Commission
Others (Note)
Total
271,117
986,379
75,840
1,290,476
12,050
-
-
-
1,558,487
2,014,270
-
-
-
866,068
9,188,216
3,396,574
155,218
$ 84,944,461
$ 19,113,298
$ 3,201,670
42,835
3,050
596
600
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Taiwan Semiconductor
Manufacturing Company, Ltd.
8, Li-Hsin Rd. 6, Hsinchu Science Park, Hsinchu 30078, Taiwan, R. O. C.
Tel: 886-3-5636688 Fax: 886-3-5637000
http://www.tsmc.com
Taiwan Semiconductor Manufacturing Company, Ltd.
Mark Liu, Chairman