TSE: 2330
NYSE: TSM
TSMC Annual Report 2019 (I)
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
TSMC annual report is available at https://www.tsmc.com/english/investorRelations/annual_reports.htm
Printed on March 12, 2020
TSMC Vision, Mission & Core Values
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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Letter to Shareholders
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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
3
Corporate Governance
3.1 Overview
3.2 Board of Directors
3.3 Major Decisions of Shareholders’ Meeting and Board
Meetings
3.4 Taiwan Corporate Governance Implementation as
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Operational Highlights
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
7.1 Overview
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Required by Taiwan Financial Supervisory Commission 44
7.2 Environmental, Safety and Health (ESH) Management 117
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 54
3.10 Material Information Management Procedure
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Subsidiary Information and Other Special Notes 135
8.1 Subsidiaries
135
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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2019 was a year of continued milestones for TSMC. We delivered a tenth consecutive year of record revenue even as
we faced business headwinds from trade tensions between countries. Such tensions created greater uncertainty for our
customers and impacted the end demand for products. Thanks to the strong demand coming to our industry-leading
7-nanometer (N7) technology, our revenue increased 1.3% year-over-year in US dollar terms in 2019, in contrast to the
global semiconductor industry’s 12% year-over-year decline.
In 2019, we witnessed an acceleration of the deployment of 5G networks and smartphones in several major markets
around the world. We expect a faster worldwide penetration of 5G smartphones with higher silicon content over the
next several years. The need for higher power efficiency, speed and more complex functionalities in 5G smartphones
will lead to increasing use of TSMC’s leading edge technologies. Therefore, we raised our 2019 capital spending to
US$14.9 billion in order to meet this increased demand. We will continue to anticipate the growth that will follow.
We continued to work on the fundamentals of our business in 2019 by improving our quality systems to provide
better service to our customers, enriching our R&D infrastructures, strengthening our IT architecture and security, and
accelerating our technology differentiation.
By working consistently to provide the foundry industry’s most advanced technologies and to make it available to
all the product innovators, TSMC continuously expands the pool of innovators who fuel the semiconductor industry
growth.
In 2019, our N7, in its second year, continued to see strong adoption across a wide range of products, from mobile,
high performance computing (HPC), Internet of Things (IoT) and automotive applications. Our new 7-nanometer Plus
(N7+) technology also came to the world’s first high volume production with Extreme Ultraviolet (EUV) lithography
technology. Together, this 7-nanometer family, N7 and N7+, represented 27% of our total wafer revenue in 2019.
Our 6-nanometer (N6) technology just entered risk production in the first quarter of 2020 and further extends our
7-nanometer family well into the future.
Our 5-nanometer (N5) technology, with extensive EUV adoption, will begin volume production in the first half of
2020. As the foundry industry’s most advanced solution, N5 is further expanding our customer product portfolio and
increase our addressable markets.
Our 3-nanometer (N3) technology will be another full node stride from our N5 and offer the foundry industry’s best
PPA technology when it is introduced.
Our proprietary wafer-level packaging solutions of InFO (Integrated Fan-Out) and CoWoS® (Chip on Wafer on
Substrate) continue to see strong momentum. We are developing 3D chip stacking solutions, such as SoIC (System on
Integrated Chip), to provide system level solutions for the industry.
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Highlights of TSMC’s accomplishments in 2019:
• Total wafer shipments were 10.1 million 12-inch equivalent wafers as compared to 10.8 million 12-inch equivalent
wafers in 2018.
• Advanced technologies (16-nanometer and beyond) accounted for 50 percent of total wafer revenue, up from 41
percent in 2018.
• We deployed 272 distinct process technologies, and manufactured 10,761 products for 499 customers.
• TSMC’s market share in the total semiconductor foundry segment increased to 52 percent in 2019 as compared to
51 percent in the previous year.
2019 Financial Performance
Consolidated revenue reached NT$1,069.99 billion, an increase of 3.7 percent over NT$1,031.47 billion in 2018. Net
income was NT$345.26 billion and diluted earnings per share were NT$13.32. Both decreased 1.7 percent from the
2018 level of NT$351.13 billion net income and NT$13.54 diluted EPS.
TSMC generated net income of US$11.18 billion on consolidated revenue of US$34.63 billion, which decreased 4.0
percent and increased 1.3 percent respectively from the 2018 level of US$11.64 billion net income and US$34.20
billion consolidated revenue.
Gross profit margin was 46.0 percent compared with 48.3 percent in 2018, while operating profit margin was 34.8
percent compared with 37.2 percent a year earlier. Net profit margin was 32.3 percent, a decrease of 1.7 percentage
points from 2018’s 34.0 percent.
In its second year of ramp, N7 received more than 100 customer product tape-outs by the end of 2019, while N7+
began volume production with EUV. Our N6 is on track for volume production before the end of 2020. N6 provides a
clear migration path for next wave N7 products.
Leveraging our leadership at 28-nanometer, our 22ULP (ultra-low power) and 22ULL (ultra-low leakage) technologies
both began volume production in 2019. 22ULL supports IoT and wearable device applications while 22ULP supports
image processing, digital TVs, set-top boxes and other consumer products. We also extended our 16-nanometer
offerings with 12FFC+ and 16FFC+ in 2019 to support customer needs in ultra-low-power applications.
TSMC’s advanced packaging solutions enable system integration with wafer level process, by seamless integration
of front end wafer process and backend chip packaging. In 2019, we offered the 5th generation InFO solutions with
finer interconnect line width and spacing to enable both mobile and high performance computing products. TSMC’s
CoWoS® continued to integrate with larger interposer size for heterogeneous integration. We also are developing
TSMC-SoIC® (System-on-Integrated Chip), an industry-leading 3D chip stacking solution that enables multiple chips in
close proximity to deliver the best system performance.
TSMC’s ecosystem, Open Innovation Platform® (OIP), empowers our 499 distinct customers to unleash their
innovations with fast time-to-market. In 2019, we continued to add partners to our OIP Cloud Alliance, which offers
our customers to design in a safe and secure cloud environment. This cloud design environment significantly increases
design productivity. We also worked with our ecosystem partners to expand our libraries and silicon IP portfolio to
over 26,000 items in 2019. More than 10,600 technology files and over 360 process design kits, from 0.5-micron to
5-nanometer, are available to customers via TSMC-Online. We saw more than 100,000 customer downloads in 2019.
To implement an earlier profit distribution to our shareholders, TSMC transitioned from annual cash dividend to
quarterly cash dividend in 2019, and further raised its total cash dividend payments to NT$10.0 per share in 2019 from
Corporate Social Responsibility
NT$8.0 a year ago.
Technological Developments
In 2019, we continued to increase our investment in R&D with a record US$2.96 billion to meet our customer needs
and to extend our technology leadership.
Our N5 reached risk production in 2019 and will begin volume production in the first half of 2020. N5 is expected to
broaden our customer product portfolio and expand our addressable markets as customers seek to establish leadership
positions for their products.
At TSMC, we are dedicated to sound corporate governance and pursue profitable growth. We also commit to the
environment, society, and balancing the interests of all stakeholders. A sound corporate governance built upon
our core values is the foundation of TSMC’s corporate social responsibility. As an important member of the global
semiconductor industry, we recognize it is our responsibility to face up to the increasingly challenging global
environment and lead by example.
In 2019, we established the Corporate Social Responsibility Executive Committee, led by Chairman. The Executive
Committee will work with senior management across many key functions and the existing CSR committee to set
our CSR strategy, and align with UN Sustainable Development Goals. Our focuses are driving actions on green
manufacturing, creating an inclusive workplace for talent development, building a responsible supply chain and caring
for the underprivileged. We will work hard to fulfill our role to pursue a sustainable future.
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Capacity Plan
Wafer Sales Plan
2018
8%
2%
2019
2020
5%
12-13
12-13
2018
59%
41%
2019
50%
50%
12-13
2020
40-50%
50-60%
Annual Growth Rate
Capacity: million 12-inch equivalent wafers
>16nm
≤16nm
2020 wafer shipment is expected to be 11-12 million
12-inch equivalent wafers.
Honors and Awards
TSMC received recognition for achievements in innovation, corporate governance, sustainability, investor relations,
business information disclosure and overall excellence in management from organizations including Forbes, Fortune
Magazine, The Nikkei, CommonWealth Magazine, PricewaterhouseCoopers, RobecoSAM (S&P Global) and the Taiwan
Stock Exchange. In technology innovations, the Company was ranked 10th in the number of patents applications in the
US Patent & Trademark Office, and ranked 1st in top 100 patent applicants in Taiwan. In sustainability, we were chosen
once again as a component of the Dow Jones Sustainability Indices, becoming the only semiconductor company to be
selected for 19 consecutive years. TSMC was also ranked 10th in CorporateKnights 2019 “Global 100 Most Sustainable
Corporations in the World Ranking”. Meanwhile, we remained a major component in both MSCI ESG and FTSE4Good
Emerging Index. In investor relations, TSMC continued to receive multiple awards from Institutional Investor Magazine.
Outlook
We believe the significant communication advancement brought by 5G networks will unlock new usage models across
many different types of connected end devices, and drive exponential growth of data. Together with the continuous
innovations in algorithms, a smarter and more intelligent society emerges. Digital computation now becomes
increasingly ubiquitous and demands massive computation power. Therefore we expect the development of 5G-related
and HPC applications will drive strong demand for our advanced technologies in the next several years. With the most
advanced technology and capacity, and the widest coverage of customers, TSMC is well-positioned to lead the industry
to capture the growth.
Macroeconomic uncertainties over trade tensions between countries continued in 2020. TSMC will remain agile and
work on the fundamentals of our business and further accelerate our technology differentiation. We will be everyone’s
foundry and treat all customers equally and fairly. We will fiercely protect our intellectual property. We will conduct
our business with the utmost integrity and uphold our Trinity of Strengths of technology leadership, manufacturing
excellence and customers’ trust.
TSMC’s dedicated foundry business model, open innovation platform and our four core values of Integrity,
Commitment, Innovation and Customer Trust, are what enable us to be everyone’s foundry. As we enter a new
digital age, we will continue working closely with IC innovators around the world to create values and generate good
returns to our shareholders. We are dedicated to sound corporate governance, fulfilling our responsibilities as a global
corporate citizen and pursuing a sustainable future. We thank you for your trust and commitment to TSMC, and look
forward to a prosperous future with our shareholders.
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 with an exclusive focus 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 with its customers. And so, the
key to TSMC’s success has always been to enable its customers’
success. TSMC’s foundry business model has enabled the rise
of the global fabless industry, and TSMC is now the world’s
largest semiconductor foundry, manufacturing 10,761 different
products using 272 distinct technologies for 499 different
customers in 2019.
TSMC-manufactured semiconductors serve a global customer
base that is large and diverse and includes a wide range of
applications in the computer, communications, consumer,
and industrial/standard segments. These products 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 TSMC maintain
higher levels of capacity utilization and profitability, and generate
healthy returns for future investment.
The annual capacity of the manufacturing facilities managed by
TSMC and its subsidiaries exceeded 12 million 12-inch equivalent
wafers in 2019. 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 2019, the
Company and its subsidiaries employed more than 51,000
people worldwide.
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 2019, TSMC maintained its leading position in the foundry
segment of the global semiconductor industry, with an estimated
market share of 52%, despite ongoing intense competition
from both established players and relatively new entrants to the
business.
The Company’s strong market position stems in great part from
its leadership in advanced process technologies. In 2019, 50%
of TSMC’s wafer revenue came from advanced manufacturing
processes – defined as geometries of 16nm and smaller – up
from 41% in 2018.
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 2019, the Company developed or introduced the following:
Logic Technology
• 5nm Fin Field-Effect Transistor (FinFET) (N5) technology is
TSMC’s newest offering. This world-leading technology
received multiple customer product tape-outs in 2019,
including mobile and high performance computing products.
Volume production of N5 technology is expected in the first
half of 2020. Compared to 7nm FinFET (N7) technology, N5
technology offers about 15% speed improvement or about
30% power reduction. In addition, it is optimized upfront for
both mobile and high performance computing applications.
• 5nm FinFET Plus (N5P) technology is a performance-
enhanced version of N5 technology with same design rules.
N5P technology provides about 20% faster speed than N7
technology or about 40% power reduction. Design kits of
N5P technology will be available in the next N5 revision in the
second quarter of 2020.
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• 6nm FinFET (N6) technology successfully completed product
yield verification in 2019. Thanks to mask layer reduction
achieved through extreme ultraviolet (EUV) lithography
technology, N6 technology could achieve better yield and
shorten production cycles compared to N7 technology in the
manufacture of the same products. In addition, N6 technology
delivers about 18% higher logic transistor density than 7nm
technology. This, along with higher yield due to mask layer
reduction, can help customers get more good dies per wafer.
Also, since its design rules are compatible with N7 technology,
N6 technology can significantly reduce customers’ product
design cycle time and time-to-market. Risk production of N6
technology started in the first quarter of 2020 with volume
production planned before the end of 2020.
• N7 technology is one of TSMC’s fastest technologies in
volume production, and provides optimized manufacturing
processes for both mobile computing applications and high
performance computing components. N7 received a total of
more than 100 customer product tape-outs by the end of
2019, covering a wide range of applications, including mobile
devices, game consoles, artificial intelligence (AI), central
processing units, graphics processors, and network connected
devices. In addition, 7nm FinFET plus (N7+) technology
entered full-scale production in 2019 and delivered customer
products to market in high volume. N7+ technology is the
first commercially available EUV-enabled foundry process
technology in the world. Its success is a testament to TSMC’s
world-leading capabilities in EUV volume production and paves
a solid foundation for N6 and more advanced technologies.
• 12nm FinFET compact plus technology (12FFC+) and 16nm
FinFET compact plus technology (16FFC+) comprise TSMC’s
latest 16nm/12nm family of offerings following 16nm FinFET
plus technology (16FF+), 16nm FinFET compact technology
(16FFC) and 12nm FinFET compact technology (12FFC).
12FFC+ and 16FFC+, which entered risk production in 2019,
drive product performance and power consumption to the
best levels among all the foundry’s 16/14nm technologies.
16FF+ is aimed at high performance product applications,
including mobile devices, servers, graphics and cryptocurrency.
All 12FFC+, 12FFC, 16FFC+ and 16FFC technologies can
support customer needs in mainstream and ultra-low power
(ULP) product applications, including low-end to mid-range
mobile phones, consumer electronics, digital TVs and the
Internet of Things (IoT). So far, 12FFC+, 12FFC, 16FFC+,
16FFC and 16FF+ have received a total of more than 500
customer product tape-outs, most of which have been first-
time silicon successes.
• 22nm ultra-low leakage (ULL) (22ULL) technology began
volume production in 2019 to support IoT and wearable
devices applications. In addition, 22ULL low Vdd (low
operating voltage) solutions were ready in 2019. Compared to
40ULP and 55ULP technologies, 22ULL technology offers new
ULL device, ULL SRAM (static random access memory), and low
Vdd solutions to significantly lower power consumption.
• 22nm ULP (22ULP) technology was developed based on
TSMC’s industry-leading 28nm technology and started volume
production in 2019. Compared to 28nm high performance
compact plus (28HPC+) technology, 22ULP provides 10% area
reduction with 10% speed gain, or 20% power reduction for
many applications including image processing, digital TVs, set-
top boxes, smartphones and consumer products.
• 28HPC+ technology accumulated more than 300 customer
product tape-outs by the end of 2019. 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 performance
by about 15% or reduces leakage by about 50%.
• 40nm ULP (40ULP) technologies received a total of over 100
product tape-outs by the end of 2019. These technologies
support a variety of IoT and wearable devices applications,
including wireless connectivity, wearable application processors
and micro control units (MCUs). In addition, TSMC uses
its leading 40ULP low Vdd technology to offer low energy
consumption solutions for IoT devices and wearable connected
devices. Development of new, enhanced analog devices is
progressing well, which will enrich the 40ULP platform to
support customers for broader analog design needs in the
future.
• 55nm ultra-low power (55ULP) technology received a total of
over 70 customer tape-outs by the end of 2019. Compared to
55nm low power (55LP) technology, 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 has begun production for customer
applications in the automotive industry since 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 more 7nm
automotive foundation IPs, which completed AEC-Q100
Grade-2 qualification in the first quarter of 2020.
• 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. Continuing to advance 16FFC
RF technology, in 2019 TSMC not only delivered the world’s
first FinFET device whose fT (cut-off frequency) can reach
>300GHz but also completed the development of the world’s
first and best FinFET device whose fmax can reach >400GHz.
This high-performance and cost-effective technology will be
used in many applications such as radar sensing and AR/VR to
reduce chip power consumption and die size and to enable
SoC designs.
• 22ULL RF technology extended its support for wireless LAN
power amplifier devices and ultra-low leakage devices in 2019,
in addition to magnetic random access memory (MRAM),
resistive random access memory (RRAM) and high fT devices.
This further supports chip development for 5G mmWave
mobile communication and IoT applications.
• 22ULL embedded RRAM technology started risk production in
2019 and is expected to complete IP reliability qualification in
2020. This technology can support various applications such as
IoT MCUs and AI memory devices.
• 22ULL embedded magnetic random access memory (MRAM)
technology IPs are expected to complete reliability qualification
in 2020. In addition, 16nm MRAM is under development and
is progressing well. MRAM technology provides a competitive
migration path for eFlash replacement of high reliability MCUs,
including AEC-Q100 Grade-1 applications.
• 28HPC+ RF technology led the foundry segment to deliver the
first RF process design kit (PDK) in 2018, providing support for
110GHz mmWave, 150°C automotive grade and so on for 5G
mmWave RF and automotive radar product designs. In 2019,
28HPC+RF technology extended its support for ultra-low
leakage devices and embedded flash. Customer products of
5G mmWave RF and automotive radar are already in volume
production.
• 28nm ULL eFlash technology completed AEC-Q100 Grade-1
reliability qualification in 2019. TSMC continues to enhance
this technology, which is expected to meet more stringent
AEC-Q100 Grade-0 requirements in 2020.
• 40ULP eFlash technology received over 40 product tape-outs
by the end of 2019, including MCUs, wireless MCUs and
security elements. 40ULP eFlash technology also offered a low
Vdd option, which provides low energy consumption solutions
for IoT devices and wearable connected devices.
• 40ULP embedded RRAM technology IPs completed reliability
qualification in 2019. 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.
• 40ULP analog platform was further enhanced for reduced
noise, improved mismatch and lower leakage devices and
so on. Complete design documents are expected to be
ready in 2020. This enhanced 40ULP analog platform is fully
logic compatible and supports analog designs that require
high precision analog performance along with low power
consumption.
• 12-inch 0.13µm Bipolar-CMOS-DMOS (BCD) plus technology,
which began production in 2017, saw significant wafer
shipment growth in both 2018 and 2019. Compared to
the previous 0.13µm BCD technology, this technology
provides continuous performance improvement and features
enhancement for power management applications in high-end
smartphones.
• 0.18µm BCD third generation passed AEC-Q100 Grade-1
qualification in 2018, and went on to meet AEC-Q100
Grade-0 qualification in 2019. This technology provides
superior cost competitiveness compared to the second
generation BCD.
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• Gallium nitride (GaN) on silicon technology was further
enhanced to integrate GaN power switches with drivers in
both 650V and 100V platforms, as well as improve reliability
to support customer deigns for higher power density and
efficiency solutions for various market applications. Both 650V
and 100V GaN IC technology platforms are expected to be
ready in 2020.
• Organic light-emitting diode (OLED) on silicon panel
technology increases pixel density by five to ten times
compared to the traditional OLED on glass technology and
can support the growing demand for high-quality AR/VR
(augmented reality / virtual reality) goggles. In working with
customers, TSMC successfully demonstrated this technology on
both 8-inch and 12-inch high voltage (HV) technologies, which
paves the way for AR/VR suppliers to develop next generation
goggles for various industrial, medical and consumer
electronics applications.
• As machine vision is quickly deployed in many security,
automotive, home, and mobile communication applications,
TSMC offers the next generation global shutter CMOS image
sensor (CIS) and enhanced near infrared (NIR) CIS technologies,
making machine vision systems safer, smaller, and consume
less power.
• TSMC successfully supported customer to deliver the world’s
smallest CMOS-MEMS (micro-electromechanical systems)
monolithic accelerometer in chip scale packaging (CSP) format,
smaller than 1mm2 in size. This small footprint can help reduce
the size and weight of many IoT and wearable devices.
Advanced Packaging Technology
• Successfully developed 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 and delivered several
customer products to market in high volume in 2019.
• CoWoS® (Chip on Wafer on Substrate) technology that
heterogeneously integrates multiple 7nm SoC chips and
the second generation high bandwidth memory (HBM2)
on 2-retcile size silicon interposer successfully completed
qualification in the third quarter of 2019 for high performance
computing applications.
• In addition to CoWoS®, InFO_oS (Integrated Fan-Out on
Substrate) technology integrating multiple 7nm SoC chips
began volume production in 2019.
• Fine pitch copper (Cu) bump technology for flip chip
packaging on 5nm silicon successfully completed qualification
in 2019 for both advanced mobile device and high
performance computing applications.
• Successfully developed 16nm silicon in wafer level chip scale
packaging (WLCSP) technology and delivered customer
products to market in high volume in 2019 for IoT and high-
end smartphone applications.
2.2.2 Market Overview
TSMC estimates that the worldwide semiconductor market
excluding memory was US$327 billion in revenue in 2019,
representing a 2% decline from 2018. In the foundry segment of
the semiconductor industry, total revenue was US$67 billion in
2019, flat from 2018.
2.2.3 Industry Outlook, Opportunities and Threats
Industry Demand and Supply Outlook
TSMC’s back-to-back years of growth in the foundry segment
was driven by relatively healthy market demand. However, for
2020, the COVID-19 pandemic brings about uncertainty on
both supply and demand of the total semiconductor industry.
Considering the potential impacts, TSMC forecasts the total
semiconductor market excluding memory to be flat or slightly
decline. 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 its foundry segment revenue
to outpace the mid-single digit compound annual growth
rate projected for the overall semiconductor market excluding
memory from 2019 through 2024.
As an upstream supplier in the semiconductor supply chain, the
foundry segment is tightly correlated with the market health of
the major platforms, including smartphone, high performance
computing (HPC), Internet of Things (IoT), automotive, and
digital consumer electronics (DCE).
• Smartphone
Smartphone unit shipments, which were down for the first
time in their history in 2018, by 4%, declined again in 2019, by
2%, reflecting established high penetration in many developed
countries and China. For 2020, with 5G commercialization
accelerating, new 5G smartphones will likely shorten the overall
replacement cycle. However, COVID-19 pandemic may delay
smartphone replacement. As a result, TSMC projects a high-single
digit decline for smartphone market in 2020. Over the longer
term, migration to 5G, together with improved performance,
longer battery life, biosensors and more AI features, will all
continue to propel new smartphone sales going forward.
• Automotive
The car unit sales fell 5% in 2019, because of the softened global
economies. It is projected to decline again at low-teens in 2020
due to COVID-19 pandemic and continued macro uncertainty.
Moving forward, TSMC expects richer semiconductor content
requirement driven by EV (electrical vehicle), ADAS (Advanced
Driver Assistance System) and Infotainment system to fuel the
demand for Processors, Sensors, Analog and Power ICs. TSMC
offers various kinds of automotive process technologies to help
customers winning the automotive market.
• Digital Consumer Electronics (DCE)
The DCE unit shipments fell 7% in 2019. TVs and set-top boxes
declined due to worldwide economic uncertainties, while
MP3 players, digital cameras continued to be cannibalized by
smartphones.
A continued drop in DCE is expected in 2020. Certain sub-
segments such as 4K and 8K (UHD) TVs should achieve positive
growth within the sector. In addition, AI functions such as
picture quality improvement and voice control have continuously
been 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 but 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 in the downstream chain.
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.
• High Performance Computing (HPC)
The HPC platform includes PC, Tablets, Server, Base Station,
Game Console etc. Major HPC unit shipment fell by 4% in 2019,
mainly due to prolonged replacement cycle of consumer PC,
lower enterprise Server demand, and current generation Game
Console entering tail of product life cycle; while partially offset by
5G Base Station deployment and growing business PC demand.
The HPC is projected to have a mid-single digit unit decline in
2020, impacted by COVID-19. Nevertheless, several factors are
expected to drive demand in HPC platform, including continually
5G Base Station deployment, rising Data Center AI Server
demand, and next generation Game Console launching etc. All
these require higher performance and power-efficient CPUs,
GPUs, NPUs, AI Accelerators, and related-ASICs, which will drive
the overall HPC platform towards richer silicon content and more
advanced process technologies.
• Internet of Things (IoT)
Internet of Things (IoT) platform includes various kinds of
connected devices, such as smart wearable, smart speaker, and
surveillance system, etc. The IoT unit shipments grew 25% in
2019, with Bluetooth earphone, smart watch, and smart speaker
as the major growth drivers.
Looking into 2020, despite impacted by COVID-19, the IoT unit
shipments will grow mid-teens, thanks to continued growth
momentum of Bluetooth earphone, smart watch, and smart
speaker, and continued development of various applications.
By adding more AI functions, the IoT devices will drive more
demand for more powerful yet lower power controllers,
connectivity IC and sensors. TSMC offers high-performance
yet low-power process technologies to enable customers’
competitiveness for winning the market.
12
13
2.2.4 TSMC Position, Differentiation and Strategy
Position
TSMC is the worldwide semiconductor foundry leader for
advanced, specialty and advanced packaging technologies,
commanding a 52% market share in 2019. Net revenue by
geography, based mainly on the country in which customers are
headquartered, was: 60% from North America; 9% from the
Asia Pacific region, excluding China and Japan; 20% from China;
6% from Europe, the Middle East and Africa; and 5% from
Japan. Net revenue by platform was: 49% from the smartphone;
30% from the high performance computing (HPC); 8% from the
Internet of Things (IoT); 4% from automotive. In addition, 5%
was from digital consumer electronics; and 4% from others.
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 customers’ trust.
As a technology leader, TSMC is consistently first among
dedicated foundries to provide next generation, leading-edge
technologies. The Company also maintains a leadership position
in more mature technologies by applying the lessons learned
in leading-edge technology development to enrich its specialty
technologies. Beyond process technology, TSMC has established
frontend and backend integration capabilities to create the
optimum power/performance/area “sweet spot” to help
customer achieve faster time-to-production.
Well known for industry-leading manufacturing management
capabilities, TSMC extends that leadership through its Open
Innovation Platform® and Grand Alliance initiatives. The Open
Innovation Platform® initiative quickens the pace of innovation
in the semiconductor design community and among its
ecosystem partners, as well as in 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 the Company 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.
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 smartphone, high performance computing, the Internet
of Things, and automotive electronics, and the fact that focus
of customer demand is shifting from process-technology-
centric to product-application-centric, TSMC has constructed
four corresponding 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. These platforms are:
Smartphone: TSMC offers leading process technologies such
as 5nm FinFET, 6nm FinFET, 7nm FinFET Plus, and 7nm FinFET
logic process technologies, as well as comprehensive IPs
for premium product applications to further enhance chip
performance, reduce power consumption, and decrease chip
size. For mainstream product applications, TSMC offers leading
process technologies such as 12nm FinFET compact (12FFC),
16nm FinFET compact (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-, mid- and low-end product
applications, the Company 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 industry-leading Integrated Fan-
Out (InFO) technology.
High Performance Computing: TSMC provides customers with
leading process technologies such as 5nm FinFET, 6nm FinFET,
7nm FinFET and 12/16nm FinFET, as well as comprehensive IPs
including high-speed interconnect IPs, to meet customers’ high
performance computing and communication requirements. The
Company also offers multiple advanced packaging technologies
such as CoWoS®, InFO, and 3D IC to enable homogeneous and
heterogeneous chip integration to meet customers’ performance,
power, and system footprint requirements. TSMC will continue to
• Short-Term Semiconductor Business Development Plan
1. Substantially ramp up the business and sustain advanced
technology market share by continued increasing capacity
and R&D investments.
2. Maintain mainstream technology market share by expanding
business to new customers and market segments.
3. Continue to enhance the competitive advantages of the
Company’s platforms in smartphone, high performance
computing, IoT, and automotive electronics 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 the 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.
optimize its high performance computing platform offerings to
help customers capture market growth driven by data explosion
and application innovation.
Internet of Things: TSMC provides leading, comprehensive, and
highly integrated ultra-low power (ULP) technology platform
to support innovations for IoT and wearable applications. The
Company’s leading offerings, including 55nm ULP, 40nm ULP,
28nm ULP, and 22nm ULP/Ultra-low leakage (ULL), have been
widely adopted by various IoT and wearable applications.
TSMC has also extended 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,
enhanced analog devices, embedded flash memory, emerging
memory, sensors and display chips, as well as multiple advanced
packaging technologies including leading InFO technology.
Automotive electronics: TSMC offers leading automotive
technologies to support the three megatrends – safer, smarter
and greener – in the automotive industry. The Company is
also the industry leader in providing a robust automotive IP
ecosystem, which covers 16nm FinFET first and extends to 7nm
FinFET and 5nm FinFET, for advanced driver-assistance systems
(ADAS) and advanced in-vehicle infotainment (IVI), the two
most computationally demanding systems in the automotive
industry. In addition to its advanced logic platform, TSMC offers
broad and competitive specialty technologies, including 28nm
embedded flash memory, 28nm, 22nm, and 16nm mmWave RF,
high sensitivity CMOS Image/LiDAR (light detection and ranging)
sensors, and power management ICs. Magnetic random access
memory (MRAM), an emerging technology, is being developed
with good progress to meet automotive Grade-1 requirements.
All these automotive technologies are applied to TSMC’s
automotive process qualification standards based on AEC-Q100
standards.
TSMC continually strengthens its core competitiveness and
deploys both short-term and long-term plans for technology and
business development 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.
14
15
2.3 Organization
2.3.1 Organization Chart
Audit Committee
Compensation
Committee
Shareholders’ Meeting
Board of Directors,
Chairman,
Vice Chairman
As of 2/29/2020
CEO Office
Corporate Governance
Officer
Internal Audit
Operations,
Research and Development,
More-than-Moore Technologies,
Europe and 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
2.3.2 Major Corporate Functions
Operations
• Operations including all fabs in Taiwan and overseas,
and manufacturing technology development; product
development, advanced packaging technology development,
production and service integration, and support and service for
customers in Asia, Europe, and North America
Quality and Reliability
• Assurance of the quality and reliability of the Company’s
products by 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
Research and Development
• Advanced technology development, exploratory research, as
well as design and technology platform development
More-than-Moore Technologies
• Specialty technology development
Europe and Asia Sales
• Sales and 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 and market development, field technical solutions and
business operations for customers in North America
Business Development
• Identification of market directions and new applications
that shape the technology roadmap and portfolios for the
Company. It also provides key support in strengthening
customer relationships along with Company branding
management
Information Technology / Corporate Information
Security
• Integration of the Company’s technology and business IT
systems; infrastructure development; communication services
and assurance of IT security and service quality; enabling the
application of 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 the Company’s internal control
system, its adequacy in design and effectiveness in operation,
with independent risk assessment to ensure compliance with
the Company’s policies and procedures as well as with external
regulations
Finance and Spokesperson
• Corporate finance, accounting and corporate communications;
with the head of the organization also serving as the Company
spokesperson
Corporate Planning Organization
• Planning for operation resources, as well as for production
and demand; the integration of business processes, corporate
pricing, market analysis and forecasting
Legal
• Corporate legal affairs including regulatory compliance,
commercial transactions, patents and management of other
intellectual properties, litigation, etc.
Corporate Strategy Office
• Corporate strategy formation and implementation
Human Resources
• Personnel management, organizational development, physical
security management, employee services and wellness
management
16
17
Chairman
Mark Liu
Vice Chairman
C.C. Wei
Director
F.C. Tseng
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%
Shares Held When Elected
Shares Currently Held
Shares Currently Held by Spouse & Minors
Selected Education, Past Positions & Current Positions at Non-profit Organizations
Shares
%
Shares
%
Shares
-
%
-
As of 02/29/2020
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
Chairman, Taiwan Semiconductor Industry Association (TSIA)
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
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.
Director
National Development Fund, Executive Yuan
(Note 1)
Representative:
Mei-ling Chen
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 2)
-
-
-
-
-
-
-
-
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.
18
(Continued)
19
Title/Name (Note 1)
Gender
Nationality
or Place of
registration
Date Elected
Term Expires
Date First
Elected
Independent Director
Sir Peter L. Bonfield
Male
UK
06/05/2018
06/04/2021
05/07/2002
Shares Held When Elected
Shares Currently Held
Shares Currently Held by Spouse & Minors
Shares
-
%
-
Shares
-
%
-
Shares
-
%
-
Male
R.O.C.
06/05/2018
06/04/2021
04/14/2000
1,480,286
0.01%
1,480,286
0.01%
16,116
0.00%
Female
R.O.C.
06/05/2018
06/04/2021
06/09/2011
-
-
-
-
5,120
0.00%
Independent Director
Stan Shih
Independent Director
Kok-Choo Chen
20
Selected Current Positions at TSMC and
Other Companies
Chairman, NXP Semiconductors N.V., the Netherlands
Member, The Longreach Group Advisory Board, HK
Board Mentor, CMi, UK
Senior Advisor to Alix Partners, London
Director & Honorary Chairman, Acer Inc.
Chairman, CT Ambi Investment and Consulting Inc. (a
nonpublic company)
Director of:
- Egis Technology Inc.
- Nan Shan Life Insurance Co., Ltd. (a non-listed
company)
- Chinese Television System Inc. (a non-listed company)
- Digitimes Inc. (a nonpublic company)
None
Selected Education, Past Positions & Current Positions at Non-profit Organizations
Bachelor and Honours Degrees 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
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.
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, StanShih 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
Director, Republic of China Female Cancer Foundation
(Continued)
21
Title/Name (Note 1)
Gender
Nationality
or Place of
registration
Date Elected
Term Expires
Date First
Elected
Independent Director
Michael R. Splinter
Male
U.S.
06/05/2018
06/04/2021
06/09/2015
Independent Director
Moshe N. Gavrielov
(Note 3)
Male
U.S.
06/05/2019
06/04/2021
06/05/2019
Shares Held When Elected
Shares Currently Held
Shares Currently Held by Spouse & Minors
Shares
-
-
%
-
Shares
-
%
-
-
-
-
Shares
-
-
Selected Education, Past Positions & Current Positions at Non-profit Organizations
%
-
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)
Former Director, Meyer Burger Technology Ltd., Switzerland
Director, University of Wisconsin Foundation
Chairman of the Board, US-Taiwan Business Council
-
Bachelor Degree in Electrical Engineering, Technion - Israel Institute of Technology
Master Degree in Computer Science, Technion - Israel Institute of Technology
In a variety of engineering and engineering management positions, National Semiconductor Corp. and Digital
Equipment Corp.
In a variety of executive management positions, LSI Logic Corp., nearly 10 years
Former CEO, Verisity, Ltd.
Former Executive Vice President and General Manager of the Verification Division, Cadence Design Systems, Inc.
Former President and CEO, Xilinx, Inc.
Former Director, Xilinx, Inc.
Director, San Jose Institute of Contemporary Art
Selected Current Positions at TSMC and
Other Companies
Chairman of the Board, NASDAQ, Inc.
Director of:
- Tigo Energy, Inc. (a nonpublic company)
- Pica8, Inc., U.S. (a nonpublic company)
- Gogoro Inc., Cayman Islands (a nonpublic company)
General Partner, WISC Partners LP
Executive Chairman, Wind River Systems, Inc. (a
nonpublic company)
Director, Foretellix, Ltd. (a nonpublic company)
Remarks:
1. No member of the Board of Directors held TSMC shares by nominee arrangement.
2. Chairman and President (or someone with an equivalent job responsibility, i.e. the highest ranking manager of the company) are not (1) the same person, (2) in a marital relationship with each other, or (3) within
one degree of consanguinity.
Note 1: 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 2: Ms. Mei-ling Chen was appointed as the representative of National Development Fund on November 7, 2017.
Note 3: Mr. Moshe N. Gavrielov was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on June 5, 2019.
22
23
Unit: NT$
Title/Name
Chairman
Mark Liu
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
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
(Note 2)
2.4.2 Remuneration Paid to Directors and Independent Directors (Note 1)
Director's Remuneration
Base Compensation (A)
Severance Pay and
Pensions (B)
(Note 3)
Compensation to
Directors (C)
Allowances (D)
(Note 4)
(A+B+C+D) as a % of
Net Income
Compensation Earned by a Director Who is an Employee of TSMC or
of TSMC’s Consolidated Entities
Base Compensation, Bonuses,
and Allowances (E) (Note 4)
Severance Pay and Pensions
(F) (Note 3)
Employees’ Profit Sharing Bonus (G)
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
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
12,750,000
12,750,000
224,400
224,400
279,105,120
279,105,120
1,338,981
1,338,981
0.0850%
0.0850%
-
-
-
-
Cash
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
153,646,880
153,646,880
224,400
224,400
139,552,560
9,600,000
9,600,000
1,715,592
1,715,592
0.0033%
0.0033%
9,600,000
9,600,000
14,823,720
14,823,720
12,000,000
12,000,000
12,000,000
12,000,000
14,823,720
14,823,720
8,451,777
8,451,777
-
-
-
-
-
-
-
-
-
-
-
-
0.0028%
0.0028%
0.0043%
0.0043%
0.0035%
0.0035%
0.0035%
0.0035%
0.0043%
0.0043%
0.0024%
0.0024%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
12,750,000
12,750,000
224,400
224,400
360,404,337
360,404,337
3,054,573
3,054,573
0.1090%
0.1090%
153,646,880
153,646,880
224,400
224,400
139,552,560
*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 2019
financial statements: Advisor Fee to Dr. F.C. Tseng NT$14,405,550.
Note 1: Directors and Independent Directors’ remuneration policies, procedures, standards and structure, as well as the linkage to responsibilities, risks and time spent:
1. According to TSMC’s Articles of Incorporation, the Board of Directors is authorized to determine the salary for the Chairman, Vice Chairman and Directors, taking into account the extent and
value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas.
2. The Articles of Incorporation also provide 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. According to TSMC’s Compensation Committee Charter, the distribution of compensation to directors shall be made in accordance with
TSMC’s “Rules for Distribution of Compensation to Directors” based on the following principles: (1) directors who also serve as executive officers of the Company are not entitled to receive
compensation; (2) the compensation for independent directors may be higher than the other directors, as all independent directors also serve as members of the Audit Committee and
the Compensation Committee and thus participate in the discussions as well as resolutions of related committee meetings in accordance with the charter of each committee; and (3) the
compensation for overseas independent directors may be higher than domestic independent directors, as they require additional time to attend quarterly meetings in Taiwan.
Note 2: Mr. Moshe N. Gavrielov was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on June 5, 2019.
Note 3: Pensions funded according to applicable law.
Note 4: The above-mentioned figures include expenses for Company cars and gasoline reimbursement, but do not include compensation paid to Company drivers (totaled NT$2,705,364).
Note 5: Total remuneration paid to the directors from TSMC and from all consolidated entities in 2018, including their employee compensation, both accounted for 0.1997% of 2018 net income.
From TSMC
From All Consolidated Entities
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
-
-
-
-
-
-
-
-
-
-
-
139,552,560
-
-
-
-
-
-
-
139,552,560
-
-
-
-
-
-
-
-
-
-
(A+B+C+D+E+F+G) as a % of
Net Income (Note 5)
From TSMC
From All
Consolidated
Entities
0.0850%
0.0850%
0.0850%
0.0850%
Compensation Paid
to Directors from
Non-consolidated
Affiliates or Parent
Company
-
-
0.0033%
0.0033%
8,911,973
0.0028%
0.0028%
0.0043%
0.0043%
0.0035%
0.0035%
0.0035%
0.0035%
0.0043%
0.0043%
0.0024%
0.0024%
-
-
-
-
-
-
0.1940%
0.1940%
8,911,973
24
25
2.5 Management Team
2.5.1 Information Regarding Management Team
Gender
Nationality
On-board Date
(Note 2)
Male
R.O.C.
02/01/1998
Shares
7,179,207
%
0.03%
Shares
261
%
0.00%
Shares Held
Shares Held by
Spouse & Minors
Shares Held in the
Name of Others
Education and Selected Past Positions
Selected Current Positions at Other Companies
As of 02/29/2020
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other (Note 3)
Title
None
Name
None
Relation
None
Female
R.O.C.
06/01/1999
4,531,080
0.02%
2,230,268
0.01%
Male
R.O.C.
07/01/2004
1,441,127
0.01%
Male
U.S.
11/14/1997
-
-
-
-
-
-
Male
R.O.C.
01/01/1987
6,920,122
0.03%
2,191,107
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%
1,019,961
0.00%
Male
R.O.C.
02/11/1987
2,553,947
0.01%
160,844
0.00%
Male
R.O.C.
12/15/1997
366,351
0.00%
60,802
0.00%
Shares
-
-
-
-
-
-
-
-
-
%
-
-
-
-
-
-
-
-
-
Female
R.O.C.
03/20/1995
700,285
0.00%
69,112
0.00%
384,000
0.00%
Female
R.O.C.
06/01/2014
139,000
0.00%
-
-
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%
-
-
-
-
-
-
-
-
Title
Name
(Note 1)
Chief Executive Officer
C.C. Wei
Senior Vice President
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
Research and Development/ Technology
Development
Cliff Hou
Vice President and General Counsel/
Corporate Governance Officer
Legal
Sylvia Fang
Vice President
Human Resources
Connie Ma
Vice President
Operations/ Fab Operations
Y.L. Wang
Vice President
Research and Development/ Integrated
Interconnect & Packaging
Doug Yu
26
None
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 Vice President, Chief Financial Officer/ Spokesperson, TSMC
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
Director and/or Supervisor, 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
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
None
None
None
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)
EMBA, International Business Management, National Taiwan University
Director of Human Resources, TSMC
Senior Vice President of Global Human Resources, Trend Micro Inc.
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
Director and/or Supervisor, TSMC subsidiaries
None
None
None
None
None
None
None
Director, TSMC subsidiary
Director, TSMC affiliate
None
None
None
PhD, Materials Engineering, Georgia Institute of Technology, USA
Senior Director of Integrated Interconnect & Packaging Division in R&D, TSMC
None
None
None
None
(Continued)
27
Shares Held by
Spouse & Minors
Shares Held in the
Name of Others
Shares
%
Shares
%
Education and Selected Past Positions
Selected Current Positions at Other Companies
Title
Name
(Note 1)
Vice President and TSMC Fellow
More-than-Moore Technologies
Alexander Kalnitsky
Vice President
Business Development
Kevin Zhang
Vice President and TSMC Fellow
Operations/ Product Development
T.S. Chang
Vice President
Research and Development/
Platform Development
Michael Wu
Vice President
Research and Development/ Pathfinding
Min Cao
Vice President
Research and Development/
Corporate Research
H.-S. Philip Wong (Note 4)
Vice President
Operations/ Advanced Packaging
Technology and Service
Marvin Liao
Vice President
Operations/ Fab Operations
Y.H. Liaw (Note 5)
Vice President
Research and Development/ Advanced
Tool and Module Development
Simon Jang (Note 6)
Vice President and Chief Financial Officer/
Spokesperson
Finance
Wendell Huang (Note 7)
Gender
Nationality
On-board Date
(Note 2)
Male
U.S.
06/15/2009
Male
U.S.
11/01/2016
Shares Held
Shares
-
-
%
-
-
Male
R.O.C.
02/06/1995
173,781
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%
-
-
-
-
-
-
Male
R.O.C.
09/01/1993
350,695
0.00%
663
0.00%
Male
R.O.C.
05/03/1999
1,651,418
0.01%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
220,000
0.00%
430,000
0.00%
-
-
-
-
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
PhD, Materials Science, University of Texas-Arlington, U.S.
Senior Director, Backend Technology and Service Operations, TSMC
Vice President, Chartered Semiconductor Manufacturing Ltd.
Master of Chemical Engineering, National Tsing Hua University
Vice President, Fab 15B Operations, TSMC
Senior Director, Fab 15B Operations, TSMC
PhD, Materials Science & Engineering, Massachusetts Institute of Technology, U.S.
Senior Director of Advanced Tool and Module Development Division in R&D, TSMC
Master, Business Administration, Cornell University, U.S.
Deputy Chief Financial Officer, TSMC
Senior Director, Finance Division, TSMC
Vice President, Corporate Finance, ING Barings
Vice President, Corporate Finance, Chase Manhattan Bank
Vice President, Corporate Finance, Bankers Trust Company
None
None
None
None
None
None
None
None
None
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other (Note 3)
Title
None
Name
None
Relation
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
1. Deputy Director
2. Manager
1. Sharon Jang
2. Jimmy Hu
1. sister
2. brother in law
Director and/or Supervisor, TSMC subsidiaries
President, TSMC subsidiaries
Director, TSMC affiliate
None
None
None
Note 1: Vice President Dr. N.S. Tsai retired, effective May 1, 2019. Vice President Dr. Irene Sun retired, effective September 30, 2019.
Note 2: On-board date means the official date joining TSMC.
Note 3: President (or someone with an equivalent job responsibility, i.e. the highest ranking manager of the company) and Chairman are not (1) the same person, (2) in a marital relationship with each
other, or (3) within one degree of consanguinity.
Note 4: Vice President Dr. Philip Wong resigned and became a special consultant to TSMC, effective April 1, 2020.
Note 5: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019.
Note 6: Dr. Simon Jang was promoted to Vice President, effective August 13, 2019.
Note 7: Mr. Wendell Huang was promoted to Vice President, effective September 1, 2019.
28
29
(A+B+C+D) as a % of
Net Income (Note 8)
From TSMC
From All
Consolidated
Entities
Compensation Received from
Non-consolidated Affiliates or
Parent Company
2.5.2 Compensation Paid to CEO and Vice Presidents (Note 1)
Unit: NT$
Salary (A)
Severance Pay and Pensions (B)
(Note 6)
Bonuses and Allowances (C)
(Note 7)
Employees’ Profit Sharing Bonus (D)
Title
Chief Executive Officer
Name
C.C. Wei
Vice President, Chief Financial Officer/ Spokesperson
Wendell Huang (Note 2)
From TSMC
10,200,000
1,324,400
From All
Consolidated
Entities
10,200,000
1,324,400
From TSMC
224,400
29,137
From All
Consolidated
Entities
224,400
29,137
From TSMC
From All
Consolidated
Entities
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
143,446,880
143,446,880
139,552,560
8,282,931
8,282,931
7,293,712
-
-
139,552,560
7,293,712
-
-
0.0850%
0.0049%
0.0850%
0.0049%
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Vice President
Vice President
Vice President
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
N.S. Tsai (Note 3)
Irene Sun (Note 3)
Cliff Hou
Vice President and General Counsel/ Corporate Governance Officer
Sylvia Fang
Vice President
Vice President
Vice President
Connie Ma
Y.L. Wang
Doug Yu
Vice President and TSMC Fellow
Alexander Kalnitsky
Vice President
Vice President and TSMC Fellow
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Total
Kevin Zhang
T.S. Chang
Michael Wu
Min Cao
H.-S. Philip Wong
Marvin Liao
Y.H. Liaw (Note 4)
Simon Jang (Note 5)
84,228,682
99,426,496
1,852,476
2,207,813
544,484,140
628,671,638
505,078,355
-
505,078,355
-
0.3289%
0.3578%
95,753,082
110,950,896
2,106,013
2,461,350
696,213,951
780,401,449
651,924,628
-
651,924,628
-
0.4188%
0.4477%
-
-
-
-
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: Mr. Wendell Huang was promoted to Vice President, effective September 1, 2019.
Note 3: Vice President Dr. N.S. Tsai retired, effective May 1, 2019. Vice President Dr. Irene Sun retired, effective September 30, 2019.
Note 4: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019.
Note 5: Dr. Simon Jang was promoted to Vice President, effective August 13, 2019.
Note 6: Pensions funded according to applicable law. In accordance with TSMC Procedure of Retirement, the pension payment to Dr. N.S. Tsai and Dr. Irene Sun amounts to NT$28,084,800.
Note 7: The above-mentioned figures include the expense for the employees' cash bonuses distributed in May, August, November 2019 & February 2020, Company cars and gasoline reimbursement.
Note 8: Total compensation paid to the executive officers from TSMC in 2018 accounted for 0.4097% of 2018 net income. Total compensation paid to the executive officers from all consolidated entities
in 2018 accounted for 0.4379% of 2018 net income.
Compensation Paid to CEO and Vice Presidents
NT$0 ~ NT$999,999
NT$1,000,000 ~ NT$1,999,999
NT$2,000,000 ~ NT$3,499,999
NT$3,500,000 ~ NT$4,999,999
NT$5,000,000 ~ NT$9,999,999
From TSMC
Rick Cassidy
None
None
None
None
NT$10,000,000 ~ NT$14,999,999
N.S. Tsai
2019
From All Consolidated Entities and Non-consolidated Affiliates
None
None
None
None
None
N.S. Tsai
NT$15,000,000 ~ NT$29,999,999
Wendell Huang, Irene Sun, Simon Jang
Wendell Huang, Irene Sun, Simon Jang
NT$30,000,000 ~ NT$49,999,999
Connie Ma, Y.L. Wang, Doug Yu, Alexander Kalnitsky, T.S. Chang,
Michael Wu, Min Cao, H.-S. Philip Wong, Marvin Liao, Y.H. Liaw
Connie Ma, Y.L. Wang, Doug Yu, Alexander Kalnitsky, T.S. Chang,
Michael Wu, Min Cao, H.-S. Philip Wong, Marvin Liao, Y.H. Liaw
NT$50,000,000 ~ NT$99,999,999
Lora Ho, Y.P. Chin, Y.J. Mii, J.K. Lin, J.K. Wang, Cliff Hou, Sylvia Fang,
Kevin Zhang
Lora Ho, Rick Cassidy, Y.P. Chin, Y.J. Mii, J.K. Lin, J.K. Wang, Cliff Hou,
Sylvia Fang, Kevin Zhang
Over NT$100,000,000
C.C. Wei, Wei-Jen Lo
Total
25
C.C. Wei, Wei-Jen Lo
25
30
31
2.5.3 Employees’ Profit Sharing Bonus Paid to Management Team
Unit: NT$
Title
Chief Executive Officer
Name
C.C. Wei
Vice President, Chief Financial Officer/ Spokesperson
Wendell Huang (Note 1)
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Vice President
Vice President
Vice President
Vice President and General Counsel/ Corporate Governance Officer
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
Vice President
Total
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
N.S. Tsai (Note 2)
Irene Sun (Note 2)
Cliff Hou
Sylvia Fang
Connie Ma
Y.L. Wang
Doug Yu
Alexander Kalnitsky
Kevin Zhang
T.S. Chang
Michael Wu
Min Cao
H.-S. Philip Wong
Marvin Liao
Y.H. Liaw (Note 3)
Simon Jang (Note 4)
Note 1: Mr. Wendell Huang was promoted to Vice President, effective September 1, 2019.
Note 2: Vice President Dr. N.S. Tsai retired, effective May 1, 2019. Vice President Dr. Irene Sun retired, effective September 30, 2019.
Note 3: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019.
Note 4: Dr. Simon Jang was promoted to Vice President, effective August 13, 2019.
Stock
(Fair Market Value)
-
-
-
-
Cash
139,552,560
7,293,712
Total
Total Employees’ Profit Sharing Bonus Paid
to Management Team as a % of Net Income
139,552,560
7,293,712
0.0404%
0.0021%
505,078,355
505,078,355
0.1463%
651,924,628
651,924,628
0.1888%
32
33
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.
2019 Corporate Governance Awards and Ratings
Organization
Committee of 100
Awards
Founder Dr. Morris Chang was honored with Lifetime Achievement Awards
FT-ODX (Financial Times Outstanding Directors Exchange)
Our Independent Director Sir Peter L. Bonfield received 2019 Outstanding Directors Awards
Dow Jones Sustainability Indices (DJSI)
Dow Jones Sustainability World Index for the 19th consecutive year
Dow Jones Sustainability Emerging Markets Index
MSCI ESG Indexes
FTSE4Good Indexes
Nikkei Asian Review
Taiwan Stock Exchange
FORTUNE
Institutional Investor Magazine
Forbes
MSCI ACWI ESG Leaders Index component
MSCI ACWI SRI Index component
FTSE4Good Emerging Index component
FTSE4Good TIP Taiwan ESG Index component
Asia300 Power Performers
Top 5% in Corporate Governance Evaluation of Listed Companies for the 5th consecutive year
TWSE Corporate Governance 100 Index component
2019 World's Most Admired Companies
Fortune Global 500
Most Honored Company (Technology/Semiconductors) – 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
World's Best Employers
Top 100 Digital Companies
CommonWealth Magazine
Corporate Social Responsibility Award – Large cap –1st Place
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 – Platinum Award
3.2 Board of Directors
Board Structure
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 Chairman of National Performing Arts Center and former Advisor of
Executive Yuan, R.O.C., Ms. Kok-Choo Chen; former Chairman of Applied Materials, Inc., Mr. Michael R. Splinter; and former Chief
35
Executive Officer of Xilinx, Inc., Mr. Moshe N. Gavrielov. The
number of Independent Directors exceeds 50% of the total
number of Directors. There will be an election for one additional
Independent Director at the 2020 Annual Shareholders’
Meeting. The Board approved the nomination of Mr. Yancey Hai
(currently Chairman of Delta Electronics Inc.) as a candidate for
Independent Director at its meeting in the first quarter of 2020.
TSMC’s Board is comprised of a diverse group of professionals
from different backgrounds in industries, academia, law, etc.
These professionals include citizens from Taiwan, Europe and
the U.S. with world-class business operating experience, two of
whom are female.
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.
Nomination 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. In 2019, TSMC established “Guidelines
for Nomination of Directors”, which describes the procedures
and criteria for the nomination, qualification and evaluation of
candidates for Directors. In addition, TSMC envisions its Board
to be composed of a majority of independent directors, with
the independence of each independent director candidate
considered and assessed under relevant laws.
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 TSMC’s Articles of Incorporation, the Board of
Directors is authorized to determine the salary for the Chairman,
Vice Chairman and Directors, taking into account the extent
and value of the services provided for the management of the
Corporation and the standards of the industry within the R.O.C.
and overseas.
TSMC’s Articles of Incorporation also state that not more
than 0.3 percent of our annual profits 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. According to
TSMC’s Compensation Committee Charter, the distribution of
compensation to directors shall be made in accordance with
TSMC’s “Rules for Distribution of Compensation to Directors”
based on the following principles: (1) directors who also
serve as executive officers of the Company are not entitled to
receive compensation; (2) the compensation for independent
directors may be higher than other directors, as all independent
directors also serve as members of the Audit Committee
and Compensation Committee and thus participate in the
discussions as well as resolutions of related committee meetings
in accordance with the charter of each committee; and (3) the
compensation for overseas independent directors may be higher
than domestic independent directors, as they require additional
time to attend quarterly meetings in Taiwan.
Directors’ Professional Qualifications and Independence 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
11
12
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
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
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
Moshe N. Gavrielov
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.;
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 officer in the preceding 1 subparagraph, or of any of the above
persons in the preceding subparagraphs 2 and 3;
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, ranks as of its top five
shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law.
6. Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;
7. Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent);
8. 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;
9. Other than serving as a compensation committee member of the company, 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, and
the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NTD500,000”;
10. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;
11. Not been a person of any conditions defined in Article 30 of the Company Law; and
12. Not a governmental, juridical person or its representative as defined in Aticle 27 of the Company Law.
36
37
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 Mr. Yancey Hai as a member
of the Compensation Committee on February 11, 2020. 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;
• Corporate 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 Independence 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)
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 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
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
0
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
Independent Director
Yancey Hai
Independent Member
(Note 2)
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.;
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 officer in the preceding 1 subparagraph, or of any of the above
persons in the preceding subparagraphs 2 and 3;
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, ranks as of its top
five shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law.
6. Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;
7. Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent);
8. 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;
9. Other than serving as a compensation committee member of the company, 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, and
the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NTD500,000”;
10. Not been a person of any conditions defined in Article 30 of the Company Law.
Note 2: The Board appointed Mr. Yancey Hai as a member of the Compensation Committee on February 11, 2020.
3.2.3 Corporate Governance Officer
In 2019, the Board of Directors appointed Ms. Sylvia Fang, the Vice President of Legal and General Counsel of TSMC, as the Corporate
Governance Officer responsible for corporate governance matters, including handling of matters relating to Board, Audit Committee,
Compensation Committee and Shareholders’ meetings in compliance with law, assistance in onboarding and continuing education of
directors, provision of information required for performance of duties by directors, and assistance in directors’ compliance of law, etc.
For details on performance of duties by the Corporate Governance Officer, please refer to “3. Corporate Governance” on page 35-55 of
this Annual Report.
38
39
3.2.4 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 2019, the average
Board Meeting attendance rate was 96% and the attendance rate for the Audit Committee and Compensation Committee’s Meetings
were 96% and 90% respectively.
Board of Directors Meeting Status
TSMC’s Chairman of the Board of Directors convened four regular meetings and one special meeting in 2019. The directors’ attendance
status is as follows.
Attendance in Person
By Proxy
Attendance Rate in Person (%)
Notes
Title
Chairman
Vice Chairman
Director
Director
Name
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
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
Annotations:
A. (1) Securities and Exchange Act §14-3 resolutions:
Meeting Dates
Resolution
5
5
4
5
4
5
5
5
3
0
0
1
0
1
0
0
0
0
100%
None
100%
None
80%
None
100%
None
80%
None
100%
None
100%
None
100%
None
100%
New office assumed (Elected to fill the
vacancy on June 5)
Any Independent Director
Had a Dissenting Opinion or
Qualified Opinion
None
2019 1st Regular
Meeting
February 18 & 19
2019 2nd Regular Meeting
May 13 & 14
2019 3rd Regular Meeting
August 12 & 13
2019 4th Regular Meeting
November 11 & 12
• approving amendments to TSMC’s “Procedures for Acquisition or Disposal of Assets”
• approving amendments to TSMC’s “Procedures for Financial Derivatives Transactions”
• approving amendments to TSMC’s internal control related policies and procedures
• approving the promotion of Mr. Wendell Huang as Vice President, Chief Financial Officer and Spokesperson of
TSMC
• approving the appointment of Ms. Lora Ho as transitional Controller of TSMC
• approving the proposed 2020 service fees and out-of-pocket expenses for Deloitte & Touche, TSMC’s independent
auditor
• approving the appointment of Ms. Mingli Weng as Controller of TSMC
(2) There were no other written or otherwise recorded resolutions on which an independent director had a dissenting opinion or qualified opinion in 2019.
B. Recusals of Directors due to conflicts of interests in 2019: Directors recused themselves from the discussion and voting of their compensation resolution.
C. Performance evaluation of the Board of Directors: TSMC will establish and implement processes to evaluate Board performance in 2020.
D. Measures taken to strengthen the functionality of the Board:
- Five of the nine current Directors are Independent Directors. The number of Independent Directors exceeds 50% of the total number of Directors. TSMC’s Directors are composed of diverse backgrounds,
including professional backgrounds in different industries, academic and legal, etc.; nationalities in different countries in Taiwan, Europe and the U.S.; world-class business operating experience; and two
Directors are female.
- The Chairman of the Board of Directors is not executive officer of the Company.
- In 2019, TSMC Board of Directors established “Guidelines for Nomination of Directors”, which describes the procedures and criteria for the nomination, qualification and evaluation of candidates for Directors.
- In 2019, TSMC Board of Directors appointed Ms. Sylvia Fang, the Vice President of Legal and General Counsel of TSMC, as the Corporate Governance Officer responsible for corporate governance matters.
Audit Committee Meeting Status
Sir Peter L. Bonfield, Chairman of the Audit Committee, convened four regular meetings and one special meeting in 2019. 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 four 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
Kok-Choo Chen
Michael R. Splinter
Moshe N. Gavrielov
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
4
5
5
5
3
5
1
0
0
0
0
0
80%
100%
100%
100%
100%
100%
4
4
4
4
2
4
100%
None
100%
None
100%
None
100%
None
100%
New office assumed (Note)
100%
None
Any Independent Director Had a
Dissenting Opinion or Qualified Opinion
None
2019 1st Regular Meeting
February 18
2019 2nd Regular Meeting
May 13
2019 1st Special Meeting
June 5
2019 3rd Regular Meeting
August 12
2019 4th Regular Meeting
November 11
2020 1st Regular Meeting
February 10
• 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”
• reviewing the first quarter financial statements
• approving amendments to TSMC’s internal control related policies and procedures
• reviewing the first quarter business report and earnings distribution proposal
• approving appointment of Mr. Wendell Huang as CFO
• approving appointment of Ms. Lora Ho as transitional Controller
• reviewing the second quarter financial statements
• reviewing the second quarter business report and earnings distribution proposal
• approving appointment of Ms. Mingli Weng as Controller
• reviewing the third quarter financial statements
• reviewing the third quarter business report and earnings distribution proposal
• approving the proposed 2020 service fees and out-of-pocket expenses for TSMC’s independent auditor
• approving the 2019 annual financial statements
• reviewing of 2019 business report and 2019 fourth quarter earnings distribution proposal
• approving amendments to TSMC’s “Procedures for Lending Funds to Other Parties”
• approving the proposed additional 2020 service fees to Deloitte & Touche for TSMC’s subsidiaries VisEra Tech
• reviewing Company’s ability to prepare financial statements independently as required by regulatory authority
• approving 2019 Statement of Internal Control System
(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 2019.
B. There were no recusals of independent directors due to conflicts of interests in 2019.
C. Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors in 2019 (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 2019, 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 2019, 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.
Meeting Dates
2019 1st Regular Meeting
February 18
Communications between the Independent Directors and
the Internal Auditors
Communications between the Independent Directors and the Independent
Auditors
• 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 2018 annual financial statements (closed door)
• reviewing regulatory developments
• reviewing external auditor relationship (i.e. qualification, performance and independence)
2019 2nd Regular Meeting
May 13
• reviewing the Internal Auditor’s report (closed door)
• reviewing and approving amendments to TSMC’s internal control
related policies and procedures
2019 3rd Regular Meeting
August 12
• reviewing the Internal Auditor’s report (closed door)
• reviewing 2019 Supplier Survey Result
2019 4th Regular Meeting
November 11
• reviewing the Internal Auditor’s report (closed door)
• reviewing and approving the 2020 internal audit plan
2020 1st Regular Meeting
February 10
• reviewing the Internal Auditor’s report (closed door)
• reviewing report on SOX 404 self-testing results for the year 2019
• reviewing and approving 2019 Statement of Internal Control System
• reviewing any review problems or difficulties and management’s response in connection
with 2019 first quarter financial statements (closed door)
• reviewing regulatory developments
• reviewing the result of CPA evaluation questionnaire
• reviewing any review problems or difficulties and management’s response in connection
with 2019 second quarter financial statements (closed door)
• reviewing regulatory developments
• reviewing any review problems or difficulties and management’s response in connection
with 2019 third quarter financial statements (closed door)
• reviewing regulatory developments
• reviewing any audit problems or difficulties and management’s response in connection
with 2019 annual financial statements (closed door)
• reviewing regulatory developments
• reviewing external auditor relationship (i.e. qualification, performance and independence)
Result: all of above matters were reviewed and/or approved by the Audit Committee whereupon independent directors raised no objection.
Note: Mr. Moshe N. Gavrielov was elected to fill the vacancy as TSMC’s independent director and became member of the Compensation Committee on June 5, 2019.
40
41
Compensation Committee Meeting Status
Mr. Michael R. Splinter, Chairman of the Compensation Committee, convened four regular meetings in 2019. 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
Kok-Choo Chen
Moshe N. Gavrielov
Yancey Hai
4
3
4
4
3
-
0
1
0
0
1
-
100%
None
75%
None
100%
None
100%
None
75%
None
-
New office assumed (Note)
Annotations:
A. In 2019, the Compensation Committee conducted four regular meetings in February, May, August as well as November. The discussion items are as follows:
- Report the matters related to employee compensation
- Total amount of quarterly employee profit sharing bonus
- Total amount of annual employee profit sharing
- The amount of quarterly profit sharing bonus for executive officers, CEO and Chairman
- The annual compensation of Directors and executive officers, and the disclosure of the same in annual report
All of above matters were reviewed and/or approved by the Compensation Committee.
B. There was no recommendation of the Compensation Committee which was not adopted or was modified by the Board of Directors in 2019.
C. There were no written or otherwise recorded resolutions on which a member of the Compensation Committee had a dissenting opinion or qualified opinion.
Note: The Board appointed Mr. Yancey Hai as a member of the Compensation Committee on February 11, 2020.
3.3 Major Decisions of Shareholders’ Meeting and Board Meetings
3.3.2 Major Resolutions of Board Meetings
During 2019 and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:
(1) Regular 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 held a by-election for one independent director; and
• approving the promotion of Mr. Y.H. Liaw as Vice President.
(2) Regular Board Meeting of May 13 & 14, 2019:
• approving capital appropriations of approximately US$3,979.8 million for purposes including: 1. Upgrading and expanding
advanced technology capacity; 2. Conversion of certain logic capacity to specialty technology; 3. Third quarter 2019 R&D capital
investments and sustaining capital expenditures; and
• approving capital appropriation of approximately US$115.1 million for capitalized leased assets in the second half of 2019.
(3) Special Board Meeting of June 5, 2019:
• approving a NT$2 per share cash dividend for the first quarter of 2019, and the dividend will be paid in the fourth quarter of
2019. All shareholders of TSMC common shares will receive a NT$8 per share cash dividend in July 2019, and a NT$2 cash
dividend per share in the fourth quarter, for a total of NT$10 cash dividend per share; and
• setting June 30, 2019 as the record date for common stock shareholders entitled to participate in distribution of 2018 profits in
the form of cash dividend.
3.3.1 Major Resolutions of Shareholders’ Meeting and Implementation Status
(4) Regular Board Meeting of August 12 & 13, 2019:
TSMC held 2019 Annual Shareholders’ Meeting in Hsinchu, Taiwan on June 5, 2019. At the meeting, shareholders present in person or
by proxy approved the following resolutions:
(1) The 2018 Business Report and Financial Statements. Consolidated revenue totaled NT$1,031.47 billion and net income was
NT$351.13 billion, with diluted earnings per share of NT$13.54;
(2) The distribution of a NT$8 cash dividend per common share;
(3) The revisions to the Articles of Incorporation;
(4) The revisions to the following TSMC policies:
• Procedures for Acquisition or Disposal of Assets;
• Procedures for Financial Derivatives Transactions; and
(5) Election of a new Independent Director to fill the vacancy.
Implementation Status
All the resolutions of the Shareholders’ Meeting have been fully implemented in accordance with the resolutions.
Mr. Moshe N. Gavrielov was elected as the Independent Director. His tenure is from June 5, 2019 to June 4, 2021.
42
• approving a NT$2.5 per share cash dividend for the second quarter of 2019, and set December 25, 2019 as the record date for
common stock shareholders entitled to participate in this cash dividend distribution;
• approving capital appropriations of approximately US$6,502.3 million for purposes including: 1. Construction of fab facilities; 2.
Installation, expansion and upgrade of advanced technology capacity; 3. Installation of specialty technology capacity; 4. fourth
quarter 2019 R&D capital investments and sustaining capital expenditures;
• approving the promotion of Mr. Wendell Huang as Vice President, Chief Financial Officer and Spokesperson, effective September 1, 2019; and
• approving the promotion of Mr. S.M. Jang as Vice President.
(5) Regular Board Meeting of November 11 & 12, 2019:
• approving a NT$2.5 per share cash dividend for the third quarter of 2019, and set March 25, 2020 as the record date for
common stock shareholders entitled to participate in this cash dividend distribution;
• approving capital appropriations of approximately US$6,618.4 million for purposes including: 1. Fab construction, and installation
of fab facility systems; 2. Installation of advanced technology capacity, and upgrade of advanced packaging capacity; 3.
Installation of specialty technology capacity; 4. first quarter 2020 R&D capital investments and sustaining capital expenditures;
• approving capital appropriation of approximately US$106.1 million for capitalized leased assets in the first half of 2020;
• approving an investment to establish a wholly-owned subsidiary in Japan to expand our design service center for providing
engineering services support to customers; and
• approving the appointment of Ms. Mingli Weng as controller of TSMC, effective November 13, 2019.
(6) Board Meeting of February 10 & 11, 2020:
• approving 2019 business report and financial statements;
• approving a NT$2.5 per share cash dividend for the fourth quarter of 2019, and set June 24, 2020 as the record date for common
stock shareholders entitled to participate in this cash dividend distribution;
• approving distribution of employees’ cash bonus and profit sharing bonus for 2019;
• approving capital appropriations of approximately US$6,742.1 million for purposes including: 1. Fab construction, and installation
of fab facility systems; 2. Installation and upgrade of advanced technology capacity; 3. Installation of specialty technology capacity; 4.
Installation of advanced packaging capacity; 5. Second quarter 2020 R&D capital investments and sustaining capital expenditures;
• approving the issuance of no more than approximately US$2.01 billion in unsecured corporate bonds in Taiwan to finance TSMC’s
capacity expansion and/or pollution prevention related expenditures; and
• convening the 2020 Annual Shareholders’ Meeting, at which shareholders will hold an election for one additional independent director.
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 2019 and as of the Date of this Annual Report: None.
43
3.4 Taiwan Corporate Governance Implementation as Required by Taiwan Financial Supervisory
Non-
implementation
and Its Reason(s)
Same as explanation
None
None
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?
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?
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?
(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,
reported the results of performance to the Board of Directors,
and use the results as reference for directors’ remuneration and
renewal?
V
V
V
V
V
V
V
(4) Does the Company regularly evaluate its external auditors’
V
independence?
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.
(1) TSMC has designated appropriate departments, such as Investor Relations
Division, the SEC Compliance Department, Legal Department, etc., to handle
shareholder suggestions, concerns, disputes or litigation matters.
(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.
(1) In 2019, TSMC established “Guidelines for Nomination of Directors”,
which describes the procedures and criteria for the nomination,
qualification and evaluation of candidates for Directors. The members
of TSMC Board of Directors are nominated via a 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 nine members who possess
world-class managerial and/or professional experiences. We rely on
each directors’ knowledge, personal insight and business judgment.
TSMC’s Board is comprised of a diverse group of professionals
from different backgrounds in industries, academia, law, etc. These
professionals include citizens from Taiwan, Europe and the U.S.
with world-class business operating experience, two of whom are
female. With five independent directors, over half of our Board is
independent.
(2) Audit Committee (founded in 2002);
Compensation Committee (founded in 2003);
CSR Executive Committee (founded in 2019): is formed by the
Company’s management team and chaired by Chairman Mark Liu;
CSR Committee (founded in 2011): is formed by the Company’s
executive 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) The Audit Committee annually evaluates the independence of external
auditors and reports the same to the Board of Directors. Please refer
to “3.9.4 Evaluation of the External Auditor’s Independence” on page
55 of this Annual Report.
Assessment Item
4. Does the Company appoint competent and appropriate corporate
governance personnel and corporate governance officer to be in charge
of corporate governance affairs (including but not limited to furnishing
information required for business execution by directors, assisting directors’
compliance of law, handling matters related to board meetings and
shareholders’ meetings according to law, and recording minutes of board
meetings and shareholders’ meetings)?
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?
Implementation Status
Yes
No
Explanation
V
V
V
V
In 2019, the Board of Directors appointed the Vice President of Legal and General
Counsel of TSMC as the Corporate Governance Officer. TSMC’s Corporate &
Compliance Legal Division, which directly reports to the General Counsel, is in
charge of assisting in related affairs, including handling of matters relating to
Board, Audit Committee, Compensation Committee and Shareholders’ meetings
in compliance with law, assistance in onboarding and continuing education of
directors, provision of information required for performance of duties by directors,
and assistance in directors' compliance of law, etc.
Depending on the situation, the Company’s Investor Relations Division,
Public Relations Department, SEC Compliance Department, Human Resources
Organization, 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 113-133 of this Annual Report and “Materiality Analysis
and Stakeholder Communication” of TSMC’s CSR Report.
We have appointed China Trust as registrar for our Shareholders’ Meetings.
(1) TSMC discloses its financials business and corporate governance status on its
website at https://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.
Non-
implementation
and Its Reason(s)
None
None
None
None
(2) Does the Company use other information disclosure channels
V
(2) TSMC has designated appropriate departments (e.g. the Investor Relations
(e.g. maintaining an English-language website, designating staff
to handle information collection and disclosure, appointing
spokespersons, webcasting investors conference etc.)?
(3) Does the Company announce and report the annual financial
statements within two months after the end of the fiscal year,
and announce and report the first, second, and third quarter
financial statements as well as the operating status of each
month before the prescribed deadline?
8. Has the Company disclosed other information to facilitate a better
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)?
V
V
Division, Public Relations Department, 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.
(3) TSMC follows relevant laws and regulations to announce and report the annual
financial statements within two months after the end of the fiscal year, and
announce and report the first, second, and third quarter financial statements
as well as the operating status of each month before the prescribed deadline.
Please see https://emops.twse.com.tw/server-java/t58query.
(1) For employee rights and employee wellness, please refer to “5.5 Human Capital”
None
on page 82-86 of this Annual Report.
(2) For investor relations, supplier relations and rights of stakeholders, please refer
to “7. Corporate Social Responsibility” on page 113-133 of this Annual Report.
(3) For Directors’ training records, please refer to “Continuing Education/Training of
Directors in 2019” on page 46 of this Annual Report.
(4) For Risk Management Policies and Risk Evaluation, please refer to “6.3 Risk
Management” on page 100-111 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 2018 and 2019. The implementation status regarding below three non-scoring items:
(1) Appointment of Corporate Governance Officer: The Board of Directors appointed the Vice President of Legal and General Counsel of TSMC, as the Corporate Governance Officer in
May 2019, responsible for corporate governance matters, including handling of matters relating to Board, Audit Committee, Compensation Committee and Shareholders’ meetings
in compliance with law, assistance in onboarding and continuing education of directors, provision of information required for performance of duties by directors, and assistance in
directors’ compliance of law, etc.
(2) Performance evaluation of the Board of Directors: TSMC will establish and implement processes to evaluate Board performance in 2020.
(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.
44
45
(Continued)
Continuing Education/Training of Directors in 2019
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)
01/18
National Taiwan University
TSMC - NTU Research Symposium
06/13
06/14
McKinsey & Company
T-30 Seminar - Disruption 2.0: A&B (AI & Blockchain)
09/18
SEMI Taiwan
11/01
TSMC
University of Tokyo
SEMICON Taiwan 2019 - Technology Think Tank Summit
Speech: The Taiwan Semiconductor Industry’s Next 60 Years
Research Symposium
Duration
1 hour
2 days
1 hour
1 hour
F.C. Tseng
03/20
Taiwan Corporate Governance Association
Corporate Governance and Legal Compliance - Starting from Anti-Corruption and Economic Crime
1.5 hours
05/08
08/01
08/07
Cyber Insurance and Corporate Governance
U.S.-China Trade Negotiations and Export Control Management
Recent Securities and Exchange Act and Tax Act Updates
Sir Peter L. Bonfield
08/19
NASDAQ
Review of Changes in Governance
Stan Shih
03/20
Taiwan Corporate Governance Association
Corporate Governance and Legal Compliance - Starting from Anti-Corruption and Economic Crime
05/08
08/07
12/25
Cyber Insurance and Corporate Governance
Recent Securities and Exchange Act and Tax Act Updates
IFRS Transformation and the Adaptive Strategies of the Insurance Industry
09/04
Taiwan Insurance Institute
Anti-Money Laundering and Counter-Terrorism Financing Regulatory Analysis
Kok-Choo Chen
04/12
Taiwan Corporate Governance Association
The Last Defense Line of Corporate Governance - Directors and Supervisors Liability Insurance
Michael R. Splinter
08/19
NASDAQ
Review of Changes in Governance
Moshe N. Gavrielov
06/13
06/14
McKinsey & Company
T-30 Seminar - Disruption 2.0: A&B (AI & Blockchain)
Note: Selected speeches on corporate governance and related topics.
Continuing Education/Training of Corporate Governance Officer in 2019
Name/Title
Date
Host by
Training/Speech Title
3 hours
3 hours
1.5 hours
4 hours
1.5 hours
3 hours
1.5 hours
3 hours
2.5 hours
3 hours
4 hours
2 days
Duration
8 hours
Sylvia Fang
Vice President and General
Counsel / Corporate
Governance Officer
05/22
07/10
Intellectual Property Office
Taiwan Trade Secret Protection Association
Ministry of Justice
Intellectual Property Office
Bureau of Foreign Trade, Ministry of Economic Affairs
Taiwan Trade Secret Protection Association
Taiwan Law Society
National Chiao Tung University
2019 Cross-Strait Trade Secrets Investigation and Litigation Practice Forum
Trade Secrets Protection - Legislation, Practice and Enforcement
8 hours
09/09
09/27
11/02
11/03
Taiwan Hsinchu District Prosecutors Office
Hsinchu City Government
Forum on Anti-Corruption and Integrity of Hsinchu Science Park in 2019
Speech: Trade Secrets and Business Integrity
Technology Transfer and Law Center, Industrial Technology
Research Institute
2019 International IP Strategy Forum
Beijing Anti-Infringement and Anti-Counterfeit Alliance
Intellectual Property Research Institute of Xiamen University
Taiwan Trade Secret Protection Association
2019 Cross-Strait Trade Secret Protection Symposium
1.5 hours
6.5 hours
2 days
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, bribery, unfair competition, fraud, extortion, collusion, embezzlement, 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.
46
47
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 2019, there were about 47,500 attendances that 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 2019,
we held both a sustainable supply chain experience exchange and our annual Responsible Supply Chain Forum to share/exchange
practical experiences on topics such as the Ethics Code, labor rights, environmental protection, and occupational safety. In total, 709
attendees from 481 suppliers participated in these activities. 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.
Year
Total reported cases
Ethics-related cases
Cases investigated and verified as ethics violations
Sexual Harassment Investigation Committees Formed
Cases investigated and verified as violations
FY 2016
FY 2017
FY 2018
FY2019
116
16
2
5
5
113
20
4
7
3
150
14
1
3
3
205 (Note 1)
26
2 (Note 2)
4
4 (Note 3)
Note 1: Among the 205 cases, 132 were related to employee relationship, 47 cases related to other matters (e.g. employee’s individual interest or private matters), and 26 cases related to ethical matters.
Note 2: One case involved an employee who requested a supplier to reserve a hotel and pay advance accommodation fees during his business trip, actions which violate TSMC policy, and the employee
was disciplined. Another case involved an employee who abused his work relationship by requesting a supplier to make a personal loan to the employee, a severe violation of our Ethics Code, and
the employee was terminated.
Note 3: After the investigation by TSMC’s Sexual Harassment Investigation Committee, four employees involved in confirmed cases of sexual harassment received severe discipline from the Company.
48
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.
3.5.1 Taiwan Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory
Causes for the
Difference
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 a clear ethical corporate
management policy approved by its Board of Directors,
and bylaws and publicly available documents addressing
its corporate conduct and ethics policy and measures, and
commitment regarding implementation of such policy from
the Board of Directors and the top management team?
(2) Whether the company has established an assessment
mechanism for the risk of unethical conduct; regularly
analyzes and evaluates within a business context, the
business activities with a higher risk of unethical conduct;
has formulated a program to prevent unethical conduct
with a scope no less than the activities prescribed in
paragraph 2, Article 7 of the Ethical Corporate Management
Best Practice Principles for TWSE/GTSM Listed Companies?
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) Whether the company has established relevant policies that
are duly enforced to prevent unethical conduct, provided
implementation procedures, guidelines, consequences of
violation and complaint procedures, and periodically reviews
and revises such policies?
V
(3) Under the framework of the Ethics Code, TSMC has established a regulatory
compliance program that includes policies, guidelines and procedures in other
policy areas, including: Anti-corruption, Anti-harassment, Anti-discrimination,
Anti-trust (unfair competition), Environment, Export Control, Financial Reporting,
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.
(Continued)
49
Implementation Status
Yes
No
Summary
Causes for the
Difference
None
Assessment Item
Implementation Status
Yes
No
Summary
Causes for the
Difference
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
V
(1) We expect and assist our customers, suppliers, business partners, and any other
policies and their implementation.
Assessment Item
2. Ethic Management Practice
(1) Whether the company has assessed the ethics records
of whom it has business relationship with and include
business conduct and ethics related clauses in the business
contracts?
(2) Whether the company has set up a unit which is dedicated
to promoting the company’s ethical standards and regularly
(at least once a year) reports directly to the Board of
Directors on its ethical corporate management policy and
relevant matters, and program to prevent unethical conduct
and monitor its implementation?
(3) Whether the company has established 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, has
the company established effective accounting and internal
control systems, audit plans based on the assessment of
unethical conduct, and have its ethical conduct program
audited by internal auditors or CPA periodically?
V
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
procedures, set up conveniently accessible complaint
channels, and designate responsible individuals to handle
the complaint received?
(2) Whether the company has established standard operation
procedures for investigating the complaints received,
follow-up measures after investigation are completed, 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: https://www.tsmc.
com).
None
None
(Continued)
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 47-51 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 47-51 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, Anti-discrimination, Employment Regulations,
Antitrust (unfair competition), Environment, Export Control, Financial Reporting, 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.
50
51
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 47-51 of
this Annual Report.
Major Accomplishments
In 2019, TSMC achieved several major accomplishments in
regulatory compliance. Externally, in addition to fulfilling the
company’s obligations toward regulatory compliance matters,
TSMC exercised its civic duties as a responsible corporate citizen
by providing feedback on current regulations and regulations
in legislation, with the intent to improve Taiwan’s industrial
investment environment, enhance economic development, and
help align domestic laws with international law. Furthermore,
TSMC continues to focus on the topics related to the Company
Law, the Securities and Exchange Act, intellectual property
protection and environment protection. In addition, TSMC
advised government agencies on recent revisions to trade secrets
and environmental protection regulations.
Internally, TSMC provides multiple courses about legal and
regulatory compliance, including anti-corruption, anti-trust, anti-
harassment, insider trading, export control, and protection of
confidential and personal information. These courses are taught
by both internal and external experts and law professionals. The
important achievements are as follows:
• Ethics and Compliance: (1) providing an annual compulsory
ethics and compliance online course covering various
important regulatory compliance topics – a total of about
47,500 employees completed this training course – and all
of the production staff are included in this course for the first
time in 2019; (2) focusing on the production lines supervisors
in Taiwan’s fabs, 22 seed lecturers were trained, and through
face-to-face courses, the guidelines of avoiding conflict of
interest was promoted – a total of 1,134 production lines
supervisors participated.
• 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. 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, in
2019 we provided more than 30 face-to-face communication
sessions to employees in relevant functions.
• Supplier Management: TSMC held both a sustainable supply
chain experience exchange and our annual Responsible Supply
Chain Forums to share and exchange practical experiences
on topics such as Ethics Code, labor rights, environmental
protection and occupational safety. In total, 709 attendees
from 481 suppliers were participated in these activities.
• 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 2019, 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 periodically reviews the Rules
of Privacy and Personal Data Protection and external and
internal privacy policies to identify the needs to update such
documents. Based on current personal data protection laws
and risks, TSMC updated its Privacy and Cookies Policy online
for its websites and privacy notice to relevant employees. In
addition, following results of a personal data risk assessment,
relevant divisions (such as Information Technology Security)
have also established more enhanced control measures for
their business needs.
• Antitrust Compliance: Based on annual antitrust risk
assessment results, TSMC identified functions with potential
higher risk from an antitrust perspective. To enhance targeted
functions’ employee awareness of the importance of
competition and antitrust laws and issues in daily operation,
TSMC established antitrust training plans and conducted
several antitrust trainings for global sales personnel and
employees at those relevant departments.
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 11, 2020
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 2019:
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, 2019, 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 11, 2020, with none of the nine
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
52
53
3.7.2 If CPA Was Engaged to Conduct a Special Audit of Internal Control System, Provide Its Audit Report: None.
3.8 Status of Personnel Responsible for the Company’s Financial and Business Operation
3.9.2 TSMC did not replace its independent auditor during 2018, 2019, and as of February 29, 2020.
3.8.1 Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate
3.9.3 TSMC’s Chairman, Directors, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of Its
Governance Officer and R&D during 2019 and as of the Date of this Annual Report:
As of 02/29/2020
Finance and Accounting Operations Did Not Hold Any Positions within TSMC’s Independent Audit Firm or Its
Title
Name
Head of Accounting
Jessica Chou
Senior Vice President,
Chief Financial Officer/ Spokesperson
Lora Ho
On-board Date (Note 1)
Date of Resignation or
Dismissal
Summary of Resignation or Dismissal
2005/11/08
2019/06/10
Retired
2003/09/08
2019/08/31
Transferred to TSMC’s Europe & Asia Sales Head
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
Affiliates in the Most Recent Year.
3.9.4 Evaluation of the External Auditor’s Independence
The Audit Committee annually monitors the independence of TSMC’s external auditor by conducting the following evaluation standards
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 regarding its financial interests,
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
commercial relations, employment relations, and etc.
3.10 Material Information Management Procedure
4
4
-
14
-
-
-
3
5
5
2
2
39
13
1
6
1
1
2
-
-
-
-
-
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.
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 (Note)
Subtotal
CPA’s Audit Period
Remark
Non-audit Fee
Deloitte & Touche
Mei-Yen Chiang,
Yu-Feng Huang,
and others
63,920
-
-
-
83
83
01/01/2019 - 12/31/2019
-
Note : Fees mainly related to research tool for accounting standards and regulations.
54
55
Capital and Shares
4.1 Capital and Shares
4.1.1 Capitalization
Unit: Shares/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: Shares
Type of Stock
Issued Shares
Authorized Share Capital
Listed
Non-listed
Total
Unissued
Shares
4
As of 02/29/2020
Date of Approval &
Approval Document No.
07/13/2015 Zhu Shang
Tzu No. 1040020526
As of 02/29/2020
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 Shares
Type of Shareholders
Number of Shareholders
Shareholding
Holding Percentage
Government
Agencies
Financial
Institutions
Other Juridical
Persons
As of 12/25/2019 (record date)
Domestic Natural
Persons
Total
Foreign
Institutions
and Natural
Persons
5
161
1,427
4,641
350,139
356,373
1,653,710,183
725,454,157
1,179,372,052
20,351,638,123
2,020,205,943
25,930,380,458
6.38%
2.80%
4.55%
78.48%
7.79%
100.00%
57
Distribution Profile of Share Ownership
Common Shares
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
151,730
151,188
23,804
8,996
4,311
4,616
2,246
1,449
2,799
1,698
1,110
469
307
186
1,464
356,373
Preferred Shares: None.
4.1.4 Major Shareholders
Common Shares
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 Vanguard Total International Stock Index Fund, a
series of Vanguard Star Funds
Norges Bank
New Labor Pension Fund
Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds
iShares Core MSCI Emerging Markets ETF
JPMorgan Chase Bank N.A. Taipei Branch in custody for EuroPacific Growth Fund
Invesco Oppenheimer Developing Markets Fund
Ownership
31,645,048
299,198,263
172,583,766
109,918,663
76,003,106
112,808,380
78,049,090
65,268,164
195,609,524
235,303,512
310,013,271
229,159,754
211,417,333
165,621,997
23,637,780,587
25,930,380,458
As of 12/25/2019 (record date)
Ownership Percentage
0.12%
1.15%
0.67%
0.42%
0.29%
0.44%
0.30%
0.25%
0.75%
0.91%
1.20%
0.88%
0.82%
0.64%
91.16%
100.00%
Total Shares Owned
Ownership Percentage
As of 12/25/2019 (record date)
5,325,610,353
1,653,709,980
759,304,376
388,270,768
364,952,088
239,351,255
228,786,845
216,832,000
214,458,329
207,328,429
20.54%
6.38%
2.93%
1.50%
1.41%
0.92%
0.88%
0.84%
0.83%
0.80%
58
4.1.5 Net Change in Shareholding by Directors, Management and Shareholders with 10% Shareholdings or More
Unit: Shares
Title
Name
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
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov (Note 1)
Senior Vice President
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
N.S. Tsai (Note 2)
Vice President
Irene Sun (Note 2)
Vice President
Cliff Hou
Vice President and General Counsel/ Corporate Governance Officer
Sylvia Fang
2019
01/01/2019 - 02/29/2020
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
-
-
-
-
-
-
-
-
-
-
-
(3,000)
-
(2,000)
-
-
-
-
-
11,994
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(220,000)
-
100,000
-
-
-
-
-
-
-
-
-
-
20,000
-
-
-
-
-
-
-
-
1,825
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
59
Title
Name
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
Vice President
Michael Wu
Vice President
Min Cao
Vice President
H.-S. Philip Wong
Vice President
Marvin Liao
Vice President
Y.H. Liaw (Note 3)
Vice President
Simon Jang (Note 4)
Vice President, Chief Financial Officer / Spokesperson
Wendell Huang (Note 5)
2019
01/01/2019 - 02/29/2020
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
22,000
-
-
-
-
-
-
-
-
-
-
-
95
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(27,000)
-
-
-
-
-
-
35
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1: Mr. Moshe N. Gavrielov was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on June 5, 2019. His shareholding was disclosed starting from that date.
Note 2: Vice President Dr. N.S. Tsai retired, effective May 1, 2019. Vice President Dr. Irene Sun retired, effective September 30, 2019. Their shareholdings were not disclosed after that date.
Note 3: Mr. Y.H. Liaw was promoted to Vice President, effective February 19, 2019. His shareholding was disclosed starting from that date.
Note 4: Dr. Simon Jang was promoted to Vice President, effective August 13, 2019. His shareholding was disclosed starting from that date.
Note 5: Mr. Wendell Huang was promoted to Vice President, effective September 1, 2019. His shareholding was disclosed starting from that date.
4.1.6 Stock Trade with Related Party
Reason of the Transfer
Transfer Date
Transferee
Relation with the
Transferee
Shares
Transfer Price
Name
Wei-Jen Lo
4.1.8 Related Party Relationship among TSMC’s 10 Largest Shareholders
Common Shares
Name
Shares Held
Shares Held by Spouse &
Minors
Shares Held in the Name
of Others
As of 12/25/2019 (record date)
Name and Relationship
between TSMC’s
Shareholders
Shares
%
Shares
ADR-Taiwan Semiconductor Manufacturing Company, Ltd.
5,325,610,353
20.54%
National Development Fund, Executive Yuan
Representative: Mei-ling Chen
Government of Singapore
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of
Vanguard Star Funds
Norges Bank
New Labor Pension Fund
Vanguard Emerging Markets Stock Index Fund, a series of
Vanguard International Equity Index Funds
iShares Core MSCI Emerging Markets ETF
JPMorgan Chase Bank N.A. Taipei Branch in custody for
EuroPacific Growth Fund
1,653,709,980
6.38%
-
759,304,376
388,270,768
364,952,088
239,351,255
228,786,845
216,832,000
214,458,329
-
2.93%
1.50%
1.41%
0.92%
0.88%
0.84%
0.83%
Invesco Oppenheimer Developing Markets Fund
207,328,429
0.80%
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
%
N/A
N/A
-
N/A
N/A
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
N/A
N/A
N/A
N/A
None
None
-
None
N/A
N/A
N/A
N/A
N/A
N/A
N/A
None
None
None
None
None
None
None
N/A
None
None
None
None
None
None
None
None
None
None
None
None
Ownership by TSMC (1)
Ownership by Directors, Managers and
Directly/Indirectly Owned Subsidiaries (2)
Total Ownership
(1) + (2)
Shares
%
Shares
%
Shares
%
As of 12/31/2019
4.1.9 Long-term Investment Ownership
Long-term Investment (Note 1)
Equity Method:
TSMC Partners, Ltd.
TSMC Global Ltd.
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
988,268,244
100%
11,284
11,000,000
200
6,000
80,000
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
988,268,244
11,284
11,000,000
200
6,000
80,000
Not Applicable (Note 2)
Not Applicable (Note 2)
100%
100%
100%
100%
100%
100%
100%
100%
253,120,000
86.94%
313,603
38.79%
739,799,575
111,281,925
45.14%
41.01%
46,687,859
34.84%
Not Applicable (Note 2)
Not Applicable (Note 2)
98.00%
98.00%
Vanguard International Semiconductor Corp.
464,223,493
28.32%
275,576,082
16.82% (Note 3)
Xintec Inc.
Global UniChip Corporation
111,281,925
41.01%
46,687,859
34.84%
-
-
VentureTech Alliance Fund II, L.P.
Not Applicable (Note 2)
98.00%
Not Applicable (Note 2)
VentureTech Alliance Fund III, L.P.
Not Applicable (Note 2)
98.00%
Not Applicable (Note 2)
-
-
-
-
Note 1: On 01/10/2020, TSMC Design Technology Japan, Inc., a 100% owned subsidiary of TSMC, was established.
Note 2: Not applicable. These firms do not issue shares. TSMC’s investments are measured as a percentage of ownership.
Note 3: TSMC’s Director, National Development Fund of Executive Yuan, held 16.72% while other Directors and Management held 0.10%.
Gifting
10/30/2019
Wei-Li Lo
Brother
3,000
-
TSMC China Company Limited
Not Applicable (Note 2)
100%
Not Applicable (Note 2)
4.1.7 Stock Pledge with Related Party: None.
TSMC Nanjing Company Limited
Not Applicable (Note 2)
100%
Not Applicable (Note 2)
VisEra Technologies Company Ltd.
253,120,000
86.94%
Systems on Silicon Manufacturing Co. Pte. Ltd.
313,603
38.79%
-
-
60
61
4.1.10 Share Information
TSMC’s earnings per share in 2019 decreased 1.7% from 2018 to NT$13.32 per share. The following table details TSMC’s market price,
net worth, earnings, and dividends per common share, as well as other data regarding return on investment.
Market Price, Net Worth, Earnings, and Dividends Per Common Share
Unit: NT$, except for weighted average shares and return on investment ratios
2019
01/01/2020 - 02/29/2020
Second quarter of 2019
August 13, 2019
Third quarter of 2019
Fourth quarter of 2019
November 12, 2019
February 11, 2020
2018 Yearly and 2019 Quarterly Earnings Distribution
Unit: NT$
Period
2018
First quarter of 2019
June 5, 2019
June 5, 2019
Approved Date
Payment Date
Cash Dividends Per Share
Total Earnings Distribution
Amount
July 18, 2019
October 17, 2019
January 16, 2020
April 16, 2020
July 16, 2020
NT$8.0
NT$2.0
NT$2.5
NT$2.5
NT$2.5
207,443,043,664
51,860,760,916
64,825,951,145
64,825,951,145
64,825,951,145
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)
2018
266.00
212.00
237.45
64.67
56.67
25,930,380
13.54
8.00
-
17.54
29.68
3.4%
345.00
208.00
261.73
62.53
60.03 (Note 5)
25,930,380
13.32
9.50 (Note 5)
-
19.65
27.55 (Note 5)
3.6% (Note 5)
346.00
315.00
329.71
-
-
-
-
-
-
-
-
-
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: Including the dividends amount for fourth quarter of 2019, which were approved by Board of Directors on February 11, 2020
4.1.11 Dividend Policy and Distribution of Earnings
Except as otherwise specified in the Articles of Incorporation or under the R.O.C. law, we will not pay dividends or make other
distributions to shareholders when there are no earnings. The R.O.C. Company Act also requires that 10% of annual net income (less
prior years’ losses and outstanding taxes) be set aside as legal reserve until the accumulated legal reserve equals our paid-in capital.
Our profits may be distributed by way of cash dividend, stock dividend, or a combination of cash and stock. Pursuant to our Articles
of Incorporations, distributions of profits shall be made preferably by way of cash dividend. In addition, the ratio for stock dividends
shall not exceed 50% of the total distribution. Distribution of stock dividends is subject to approval by the R.O.C. Financial Supervisory
Commission.
On February 19, 2019, TSMC’s board of directors adopted a proposal recommending distribution of a 2018 cash dividend of NT$8
per common share, which was approved by the annual general meeting of shareholders on June 5, 2019. In the same meeting,
shareholders also approved the amendments to TSMC’s Articles of Incorporation to authorize the Company’s board of directors to
approve quarterly cash dividends after the close of each quarter, after which the dividend will be distributed within six months. In
the subsequent board meetings, TSMC’s board of directors approved quarterly cash dividends, of which the respective amounts and
payment dates are demonstrated in the table below. In the future, TSMC intends to maintain a sustainable quarterly cash dividend, and
to distribute the cash dividend each year at a level not lower than the year before.
4.1.12 Compensation to Directors and Profit Sharing Bonus to Employees
Based on TSMC’s Articles of Incorporation, before paying dividends or bonuses to shareholders, TSMC shall set aside not more than
0.3% of its annual profit to directors as compensation and not less than 1% to employees as profit sharing bonus.
As resolved by TSMC’s Board of Directors on February 11, 2020, a profit sharing bonus to employees was expensed based on a certain
percentage of 2019 profit; compensation to directors was expensed based on the estimated amount of payment. If the actual amounts
subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change in accounting
estimate.
2019 Directors’ Compensation and Employees’ Profit Sharing Bonus
Directors’ Compensation (Cash)
Employee’s Profit Sharing Bonus (Cash)
Board Resolution (02/11/2020)
Amount (NT$ thousands)
360,404
23,165,745
Note: NT$23,165,745 thousand employees’ cash bonus was already distributed following each quarter of 2019. The above employees’ profit sharing bonus will be distributed in July, 2020.
2018 Directors’ Compensation and Employees’ Profit Sharing Bonus
Directors’ Compensation (Cash)
Employees’ Profit Sharing Bonus (Cash)
Board Resolution (02/19/2019)
Actual Result (Note)
Amount (NT$ thousands)
Amount (NT$ thousands)
349,271
23,570,040
349,271
23,537,898
Note: The above directors’ compensation and employees’ profit sharing bonus were expensed under the Company’s 2018 statement of comprehensive income and were approved by the Board of
Directors at its meeting on February 19, 2019. However, due to employee turnover, the employees’ profit sharing bonus in the amount of NT$32,142 thousand was undistributed, and related
expense was reversed in 2019.
4.1.13 Impact to 2020 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 02/29/2020
Domestic Unsecured Bond (101-3)
Domestic Unsecured Bond (101-4)
Domestic Unsecured Bond (102-1)
Domestic Unsecured Bond (102-2)
Domestic Unsecured Bond (102-4)
Issuance
Issuing Date
Denomination
Offering Price
Total Amount
Coupon
10/09/2012
NT$10,000,000
Par
NT$4,400,000,000
1.53% p.a.
Tenor and Maturity Date
Tenor: 10 years
Maturity: 10/09/2022
01/04/2013
NT$10,000,000
Par
NT$23,600,000,000
Tranche A: 1.23% p.a.
Tranche B: 1.35% p.a.
Tranche C: 1.49% 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
02/06/2013
NT$10,000,000
Par
NT$21,400,000,000
Tranche A: 1.23% p.a.
Tranche B: 1.38% p.a.
Tranche C: 1.50% p.a.
Tranche A: 5 years
Maturity: 02/06/2018
Tranche B: 7 years
Maturity: 02/06/2020
Tranche C: 10 years
Maturity: 02/06/2023
07/16/2013
NT$10,000,000
Par
NT$13,700,000,000
Tranche A: 1.50% p.a.
Tranche B: 1.70% p.a.
Tranche A: 7 years
Maturity: 07/16/2020
Tranche B: 10 years
Maturity: 07/16/2023
09/25/2013
NT$10,000,000
Par
NT$15,000,000,000
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$10,600,000,000
Outstanding
Credit Rating
Trustee
Guarantor
Underwriter
Legal Counsel
Auditor
Repayment
Redemption or Early Repayment Clause
NT$4,400,000,000
NT$3,000,000,000
NT$3,600,000,000
NT$13,700,000,000
twAAA
(Taiwan Ratings Corporation, 11/29/2012)
twAAA
(Taiwan Ratings Corporation, 12/18/2012)
twAAA
(Taiwan Ratings Corporation, 05/16/2013)
twAAA
(Taiwan Ratings Corporation, 08/06/2013)
twAAA
(Taiwan Ratings Corporation, 09/04/2012)
Taipei Fubon Commercial Bank
None
Not Applicable
Modern Law Office
Deloitte & Touche
Bullet
None
None
None
Covenants
Other
Rights of
Bondholders
Conversion Right
Amount of Converted or
Exchanged Common Shares,
ADRs or Other Securities
Not Applicable
Dilution Effect and Other Adverse Effects on
Existing Shareholders
Custodian
None
None
4.2.2 Convertible Bond: None.
4.2.3 Exchangeable Bond: None.
4.2.4 Shelf Registration: None.
4.2.5 Bond with Warrants: None.
64
65
4.3 Preferred Shares
4.3.1 Preferred Shares: None.
4.3.2 Preferred Shares with Warrants: None.
4.4 Issuance of American Depositary Shares
Issuing Date
10/08/1997
11/20/1998
01/12/1999 -
01/14/1999
07/15/1999
08/23/1999 -
09/09/1999
02/22/2000 -
03/08/2000
04/17/2000
06/07/2000 -
06/15/2000
05/14/2001 -
06/11/2001
06/12/2001
11/27/2001
02/07/2002 -
02/08/2002
11/21/2002 -
12/19/2002
07/14/2003 -
07/21/2003
11/14/2003
08/10/2005 -
09/08/2005
05/23/2007
Total Amount (US$)
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 29, 2020, total number of outstanding ADSs was 1,065,090,813
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)
2019
01/01/2020 -
02/29/2020
High
Low
Average
High
Low
Average
58.81
32.79
42.74
60.32
53.29
57.28
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 29, 2020, total number of outstanding ADSs was 1,065,090,813 after 82,744,392 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 paid 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 paid 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 gained customer trust from around the world and has experienced strong growth and success
of its own.
5.1.2 Customer Applications
TSMC manufactured 10,761 different products for 499 customers in 2019. 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 centers, 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 2019 and 2018
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
2019
2018
Shipments
Net Revenue (Note 3)
Shipments
Net Revenue (Note 3)
1,678
8,390
N/A
N/A
1,678
8,390
91,259,259
836,058,092
8,835,783
133,832,314
100,095,042
969,890,406
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
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.
5.1.4 Production in 2019 and 2018
Unit: Capacity / Output (million 12-inch equivalent wafers) / Amount (NT$ millions)
Year
2019
2018
Wafers
Capacity
12 - 13
12 - 13
Output
9 - 10
10 - 11
Amount
448,292
478,269
71
5.2 Technology Leadership
5.2.1 R&D Organization and Investment
In 2019 TSMC continued to invest in research and development,
with total R&D expenditures amounting to 8.5% of revenue, a
level that equals or exceeds the R&D investment of many other
leading high-tech companies.
Faced with the increasingly 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 offering customers first-to-market,
leading-edge technologies and design solutions that contribute
to their product success. In 2019, following the transfer to
manufacturing of the 7nm+ technology and the successful risk
production of 5nm technology, the Company’s R&D organization
continued to fuel the pipeline of technological innovation
needed to maintain industry leadership. While TSMC’s 3nm
technology, the sixth generation of technology platform to make
use of 3D transistors, continues full development, the Company
has initiated the development of 2nm technology, a pioneering
effort within the semiconductor industry, and at the same time,
is progressing in research and exploratory studies for nodes
beyond 2nm.
In addition to CMOS logic, TSMC conducts R&D on a wide
range of other semiconductor technologies that provide the
functionalities required by customers for mobile SoC and other
applications. Highlights in 2019 include:
• process validation for System-on-Integrated Chips (TSMC-
SoIC®), an innovative wafer-level package technology;
• high-volume production of Gen-4 Integrated Fan-Out Package
on Package (InFO-PoP) for mobile processor packaging;
• successful qualification of Gen-5 InFO-PoP advanced packaging
technology for mobile applications and Gen-2 Integrated Fan-
Out on Substrate (InFO_oS) for HPC applications;
• development of 40nm BCD (Bipolar-CMOS-DMOS) technology
– unique in the industry – offering leading-edge 20-24V
HV devices with full compatibility to 40nm ultra-low-power
platform and integration of RRAM, in turn, enabling low
power, high integration and small footprint for high-speed
communication interface in mobile applications;
• technical qualification of 28nm eFlash which is for high
performance mobile computing and high performance low-
leakage platforms, is achieved for automobile electronics and
micro controller units (MCU); and
• development of the latest generation CMOS image sensors of
sub-micron pixel for mobile applications and embedded 3D
metal-insulator-metal (MiM) high-density capacitors for global
shutter and high dynamic-range sensor applications.
In 2019, TSMC maintained strong partnerships with many world-
class research institutions, including SRC in the U.S. and IMEC in
Belgium. TSMC also continued to expand research collaboration
with leading universities throughout the world for two grand
purposes; the advancement of semiconductor technologies and
the nurturing of talent for the future.
R&D Expenditures
Amount: NT$ thousands
9
6
5
,
5
9
8
,
5
8
6
4
7
,
8
1
4
,
1
9
,
4
6
7
7
7
7
6
1
,
2018
2019
01/01/2020 -
02/29/2020
5.2.2 R&D Accomplishments in 2019
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 the same or lower power consumption with
comparable performance. In 2019, 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
achieved its goal of risk production in 2019.
• 3nm Technology
3nm technology offers substantial density improvement
and power reduction with the same chip performance as
5nm technology. Development activities in 2019 focused
on manufacturing baseline process setup, yield learning,
transistor and interconnect R/C performance improvement
and reliability evaluation. TSMC plans to continue full
development of 3nm in 2020.
• 2nm Technology
In 2019, in a pioneering role in the semiconductor industry,
TSMC launched research and development of 2nm technology.
• Lithography Technology
The focus for R&D lithography in 2019 was on 5nm technology
transfer, 3nm technology development and preparation of 2nm
to move beyond development. 5nm technology was smoothly
transferred and R&D is working with the fab to resolve the
remaining EUV production issues. As for 3nm development, EUV
(extreme ultraviolet) lithography showed promising imaging
capability with expected wafer yield. R&D is working on EUV to
reduce mask defects in scanner, and overlay errors while lowering
overall cost. In 2020, TSMC will focus intensely on improving
EUV quality and cost in 2nm technology and beyond.
In 2019, the Company’s EUV program made continuous
improvement in light-source power and stability, enabling faster
learning rates and process development for advanced nodes.
Additional progress was made with resist process, pellicle,
and related mask blanks, as EUV moves closer to full scale
manufacturing readiness.
• Mask Technology
Mask technology is an integral part of advanced lithography. In
2019, R&D successfully completed 5nm node mask technology
transfer and smoothly implemented more complicated and
advanced EUV mask technology in 3nm node. Solid progress was
made on production yield, cycle time and the reduction of blank
defects to meet high-volume manufacturing requirements.
Integrated Interconnect and Packaging
TSMC has pushed the system performance envelope beyond
Moore’s Law by continuously upgrading wafer level system
integration (WLSI) technologies in both interconnect pitch
density and system sizes. WLSI encompasses innovative
technologies with frontend 3D integration, system-on-
integrated-chip (TSMC-SoIC®) and backend 3D integration,
including Integrated Fan-Out (InFO) and Chip on Wafer on
Substrate (CoWoS®). Armed with TSMC’s most advanced node
wafers/chips and mix-and-match frontend 3D and backend 3D
system integration, customers can build differentiated products
on TSMC’s unique wafer-to-package turnkey services.
• 3D IC and TSMC-SoIC® (System-on-Integrated Chips)
System-on-Integrated Chips (TSMC-SoIC®) is an innovative
wafer-level package technology that can holistically integrate
multiple chiplets into a single SoC chip with a smaller footprint
and thinner profile. Through this technology, advanced SoC chips
(made by 7nm, 5nm, or even 3nm nodes) can be integrated
with multi-tier, multi-functional chips for the embodiment of
high speed, high bandwidth, low power, high pitch density,
and minimal footprint heterogeneous 3D IC integration.
Unlike conventional package technology, TSMC-SoIC® applies
an essential copper-to-copper bonding structure along with
through-silicon-via (TSV) to enable the most advanced 3D IC
technologies. Currently, TSMC has accomplished the process
validation for TSMC-SoIC® and developed micron-level bonding-
pitch processes with promising electrical yield and reliability
data. This shows TSMC’s readiness and the capability of TSMC-
SoIC®-based production for any potential customers. In brief,
the TSMC-SoIC® technology provides the opportunity not
only to sustain Moore’s Law, but also to achieve a significant
breakthrough in SoC performance.
• Si Interposer and CoWoS® (Chip on Wafer on
Substrate)
Demand for CoWoS® remained strong throughout 2019 as a
result of rapid growth in the HPC and AI markets. The unique
requirements for this product category include the integration
of logic chips with the most computing power and memory
chips with greatest capacity and bandwidth – exactly where
CoWoS® excels. To meet the increasing production demand,
advanced backend fabs AP3 and AP5 joined forces with AP1, the
original CoWoS® fab, to provide the needed CoWoS® capacity
for our customers. On the technology front, CoWoS® Gen-4
was developed to further boost overall performance at the
package level by expanding the Si interposer dimensions. The
CoWoS® Gen-4 features an interposer area up to 1,700 mm2,
which is large enough to accommodate one full-reticle size SoC
chip and up to six 3D high bandwidth memory (HBM) stacks.
CoWoS® Gen-5 with an interposer area up to 2,400 mm2 is
currently being developed with new chip architectures in mind,
such as chiplets, TSMC-SoIC® and HBM3 (third generation high
bandwidth memory).
• Advanced Fan-Out and InFO (Integrated Fan-Out)
In 2019, TSMC continued to lead in high-volume manufacturing
of InFO-PoP Gen-4 packaging for mobile applications processors
and Integrated Fan-Out on Substrate (InFO_oS) HPC chip
partition applications. InFO-PoP Gen-5 and InFO_oS Gen-2
were also successfully qualified for mobile and HPC applications
respectively. InFO-PoP Gen-5 qualification meant a smaller
package size with more pin counts and better power integrity.
InFO_oS Gen-2 provided more chip partition integration
with larger package size and higher bandwidth. Continuous
development of multi-die heterogeneous integration with finer-
pitch die-to-die interconnection has led to new InFO without
substrate for consumer applications. New generation IPD
(integrated passive device) technology, which provides higher
density capacitors and low ESL (effective series inductance)
for electrical performance boost, passed qualification on
InFO-PoP. This enhanced InFO-PoP will benefit both AI and 5G
mobile applications. New high volume manufacturing of IPD is
scheduled to begin in 2020.
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• Advanced Interconnect
To strengthen customers’ competitiveness, TSMC provides
advanced interconnect technologies to boost chip performance
through architecture innovation and new material development.
The innovative power distribution network (PDN) scheme aims
to reduce high IR-drop and RC-delay in traditional schemes and
improve pattern density with better routing resources. New
materials include both metals and dielectrics. The development
focuses on robust low-k and lower effective dielectric constant
structures. In addition to metal barrier engineering, the Company
is performing research in single metallic elements, binary and
ternary alloys as well.
Corporate Research
Innovation in transistor architectures and materials continues
to drive higher performance and reduced power consumption
in advanced logic technologies. TSMC is at the forefront of
2D and carbon nanotube (CNT) transistor research. At the
2019 Symposia on VLSI Technology, TSMC published a first
demonstration of 40nm channel length top-gate WS2 (tungsten
disulfide) pFET (p-channel field-effect transistor) using channel
area-selective chemical vapor deposition (CVD) growth on SiOx /Si
substrate. Without the 2D layer transfer, this CVD direct growth
is suitable for volume manufacturing. At the 2019 International
Electron Device Meeting, TSMC also successfully demonstrated
the first heterogeneous integration of advanced 28nm Si logic
circuits with low-cost and high-mobility CNT transistors in the
backend of line (BEOL) with a BEOL-compatible low temperature.
TSMC continues to look for emerging high density, non-volatile
memory hardware accelerators for AI and HP computing. The
Company’s 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
HPC applications.
Specialty Technologies
TSMC offers a broad mix of technologies to address a wide range
of applications:
• Mixed Signal / Radio Frequency (MS/RF)
In 2019, TSMC developed a 5nm silicon and EM simulation-
based LC tank design solution to facilitate high-speed SerDes
(serializer/deserializer) circuit design with various metal scheme
options and layout specifications to shorten design turnaround
time. To meet customers’ growing demand for high speed, low
latency and massive IoT applications in the 5G network roadmap,
TSMC provided 16nm and 28nm RF devices by boosting ft /fmax
for transceiver design and 40nm special process by enhancing
breakdown voltage under the same benefit from lower Ron-Coff
for better power handling in RF switch applications.
• Power IC / Bipolar-CMOS-DMOS (BCD)
In 2019, TSMC developed 40nm BCD technology with 20-24V
HV devices on a 40nm ultra-low-power platform with low-
voltage devices and full logic process compatibility. This also
successfully integrated RRAM (Resistive Random Access Memory)
for the first time to enable low power, high integration in a small
footprint for high-speed communication interface on mobile
applications. TSMC will continue to develop 28V and 12-16V HV
devices to cover more power management IC applications.
• Panel Drivers
In 2019, TSMC completed dual platforms in advanced high-
voltage display driver IC technologies. Both wafer-on-wafer
stacking (WoW 28HPC/40HV) and 28HV technologies passed
process and reliability qualification. WoW stacking has
completed customers’ product yield and qualification with 60%
active power reduction from 40HV. Several customers have
early IP verification in 28HV technology. These technologies
are leading-edge for small panel 4K resolution, OLED (organic
light-emitting diode) and 120Hz display driver ICs. In addition,
OLED on Si for AR/VR applications showed excellent illumination
uniformity in 80HV technology. In 2020, TSMC plans to enhance
the performance for OLED TDDI (touch with display driver
integration) applications on 28HV and 8V transistors on WoW
stacking.
• Micro-Electromechanical Systems (MEMS)
In 2019, TSMC’s modular MEMS technology was qualified
for mass production of high-resolution accelerometers and
gyroscopes. Future plans include the development of next-
generation high-sensitivity thin microphone, total solutions for
MEMS optical image stabilization (OIS) systems in 12-inch wafer
and BioMEMS applications.
• GaN
The first generation of 650V and 100V enhanced GaN high
electron mobility transistors (E-HEMT) went into production
in 2019. The second generation of 650V and 100V E-HEMT
demonstrated 50% FOM (figure of merit) improvement
and passed engineering qualification. In addition, TSMC
developed 100V D-HEMT devices, which passed engineering
qualification and will go into risk production in 2020.
• Complementary Metal-Oxide-Semiconductor (CMOS)
Image Sensor
In 2019, TSMC had several achievements in CMOS image sensor
technology. Two major accomplishments were: the completion
of the development of a newest-generation miniaturized sub-
micron pixel, which brought about a 12.5% pixel size reduction
from the previous generation, an increase in the pixel’s readout
speed and a reduction of read noise for mobile applications; and
the successful development of 3D metal-insulator-metal (MiM)
high-density capacitors embedded inside an image sensor array
for global shutter and high dynamic-range sensor applications.
needs. TSMC and its EDA partners have created numerous
deliverables from 0.13µm to 5nm that have successfully
supported customer tape-outs.
• Embedded Flash / Emerging Memory
TSMC reached several major milestones in embedded non-
volatile memory (NVM) technologies in 2019. At the 40nm
node, the Company successfully mass-produced NOR-based cell
technology with split-gate cell to support consumer electronics
such as IoT, smartcards, MCUs and numerous automotive
electronics applications. At 28nm node, the Company’s
embedded flash development for HP mobile computing and
HP low-leakage platforms achieved technical qualification for
automotive electronics and MCUs. TSMC also offered RRAM
technology to be embedded in NVM (non-volatile memory)
technologies as a low-cost solution for the price-sensitive IoT
market. 40nm node also achieved technical qualification as
customer product qualifications continued. The Company expects
the 28nm node to enter production in 2020. Development
in 22nm node is on track and expected to pass technical
qualification in 2020. TSMC is also developing 22nm embedded
MRAM technology, which has achieved technical qualification
to enter production. Furthermore, TSMC is developing 16nm
embedded MRAM for next generation embedded memory
MCUs, automotive devices, IoT and AI to serve many new
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 times. 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, 6nm, 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. The Company 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 the
Company’s Open Innovation Platform® (OIP) ecosystem, the
OIP ecosystem features a portal to connect customers to 42
IP solution providers. Overall, TSMC and its IP partners have
accumulated a portfolio of more than 26,000 IP titles, from
0.35µm to 5nm, with major IP types to meet customer design
5.2.4 Design Enablement
TSMC’s technology platforms provide a solid foundation to
facilitate the design process. Customers can design 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 tech files and process
development kits (PDKs) available for customers to download
and design together with certified EDA tools. TSMC 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 nodes from
0.5µm to 5nm. In addition, the Company provides tech 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 EDA tools. By 2019, TSMC had provided
customers more than different 10,600 tech files and 360 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. To
support 3D IC customer needs, TSMC also starts to offer 3D IC
IP in 2019. TSMC and its alliance partners offer customers a rich
portfolio of reusable IPs, which are essential building blocks for
many circuit designs. In 2019, the Company expanded its library
and silicon IP portfolio to contain more than 26,000 items, a 30%
increase over 2018.
Design Methodology and Flow
Reference flows are built on top of certified EDA tools to provide
additional design flow methodology innovations that can help
boost productivity. In 2019, TSMC addressed critical design
challenges associated with new 6nm and 3D IC technologies for
digital and SoC applications by announcing the availability of
reference flows through OIP collaboration that feature FinFET-
specific design solutions and TSMC-SoIC® (System-on-Integrated Chips)
methodologies for performance, power and area optimization.
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5.2.5 Intellectual Property
TSMC has an active worldwide patent strategy and places on
equivalent emphasis on both quality and quantity as the core
principle of TSMC patent management. In terms of patent filings,
TSMC has accumulated more than 55,000 patent applications
worldwide as of end of 2019, including near 6,500 applications
filed in 2019 which made TSMC ranked in top 10 global US
patent applicants, and No. 1 among patent applicants in Taiwan
for four consecutive years. In terms of patent grants, TSMC has
obtained exceeding 39,000 patent worldwide accumulated
as of end of 2019, including 3,600 global patents (more than
2,300 U.S. patents included) received in 2019. In terms of patent
quality, the allowance rate of TSMC’s U.S. applications reached
99% and TSMC ranked No. 1 in patent allowance rate among
global top 20 U.S. Patent Assignees in 2019. At least once a year,
the General Counsel updates to the Board of Directors the status
of the intellectual property management scheme. 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.
Back in 2013, TSMC established research centers at four top
universities in Taiwan – National Chiao Tung University, National
Taiwan University, National Cheng Kung University and National
Tsing Hua University. More than 1,000 high-caliber students with
backgrounds in the disciplines of electronics, physics, materials,
chemistry, chemical engineering and mechanical engineering
participated in semiconductor-related research centers. Also in
2019, the Company jointly launched TSMC-NTHU Semiconductor
Program for the purpose of enhancing the quality and quantity
of domestic semiconductor students and attracting more
outstanding students to a career in the semiconductor industry.
Meanwhile, semiconductor programs from other universities are
expected to open for student enrollment in 2020 to narrow the
gap between industries and academics and strengthen the quality
and competitiveness of the talent pool in the industry. 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 innovative capabilities in transistors, interconnect,
patterning, modeling and specialty 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 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 talents 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 new designs and achieve silicon
proof points for innovations in various end-applications.
5.2.6 TSMC University Collaboration Programs
5.2.7 Future R&D Plans
In recent years TSMC has significantly expanded its collaboration
with prestigious universities in Taiwan. The mission of joint
research is twofold: to encourage and prepare competent
graduate students for the semiconductor industry and to inspire
university professors to conduct leading-edge semiconductor
research, including but not limited to novel devices, process
and materials technologies, semiconductor manufacturing and
engineering, and specialty technologies for electronic applications.
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 3nm and 2nm CMOS
nodes continue to progress in the pipeline. In addition, the
Company’s reinforced exploratory R&D work is focused on
beyond-2nm node and on areas such as 3D transistors, new
memory and low-R interconnect, which are on track to establish
a solid foundation to feed into technology platforms. For 3D IC
advanced packaging, TSMC is developing innovations for energy-
efficient sub-system integration and scaling to provide further
augmentation to CMOS logic applications. 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, processes, devices, nanowires and
memories for the long-term, beyond eight to ten years. The
Company also continues to collaborate with external research
bodies from academia and industry consortia alike with the
goal of extending Moore’s Law and paving the way 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
Risk Production
(Estimated
Target
Schedule)
3nm logic technology
platform and applications
6th generation 3D CMOS technology
platform for SoC
2021
Beyond-3nm logic
technology platform and
applications
3D IC
3D CMOS technology platform for SoC
2023
Cost-effective solution with better form
factor and performance for System-in-
Package (SiP)
2018 - 2021
Next-generation
lithography
EUV lithography and related patterning
technology to extend Moore’s Law
2018 - 2021
Long-term research
Specialty SoC technology (including new
NVM, MEMS, RF, analog) and transistors
for 8 - 10 year out horizon
2018 – 2026
The projects above account for roughly 70% of the total R&D budget for 2020. Total R&D budget is
estimated to be around 9% of 2020 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 eight million
12-inch equivalent wafers in 2019. 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. Fab 18 expects to start volume
production using 5nm processes in early 2020 and will be
TSMC’s fourth 12-inch GIGAFAB® facility. 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 3nm, 2nm node and beyond.
The three GIGAFAB® facilities are coordinated by a centralized
fab manufacturing management system known as super
manufacturing platform (SMP) to provide customers with 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 becomes 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
excellence in both quality and manufacturing, TSMC’s process
control systems have been integrated with numerous intelligent
functions to assist self-diagnosis, self-learning and self-reacting.
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 developed precision
equipment matching and yield mining to minimize process
variations and potential defects and excursion.
With the advent of the 5G era’s stricter quality requirements
for mobile, high performance computing, automotive and
the Internet of Things, TSMC has further established big data,
machine learning and artificial intelligence architecture to
systematically integrate foundry know-how and data science
methodology in order to develop knowledge-based engineering
analysis and realize engineering performance optimization.
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5.3.3 Agile and Intelligent Operations
The Company’s sophisticated, agile and intelligent operating systems continue to drive manufacturing excellence. TSMC has integrated
artificial intelligence, machine learning, expert systems, and advanced algorithms to build up an intelligent manufacturing environment.
Intelligent manufacturing technologies are widely applied in scheduling and dispatching, employee 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. TSMC has also integrated new applications such as intelligent
mobile devices, IoT, and mobile robots, and combined with intelligent automated material handling systems (AMHS) to consolidate
wafer manufacturing data collection and analysis, utilize manufacturing resource efficiently, and maximize manufacturing effectiveness.
As a result, the system provides fast ramp-up, short cycle time, stable manufacturing, on-time delivery, and total quality satisfaction and
offers as well great flexibility to quickly support customers’ urgent pull-in requests when needed.
5.3.4 Raw Materials and Supply Chain Management
In 2019, TSMC continued to review and resolve supply issues, quality issues and potential supply chain risks through the collaboration
of teams formed by fab 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.
• 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 13 companies are the major worldwide
suppliers of chemicals.
Chemicals
Lithographic Materials
Gases
Air Liquide
BASF
DuPont
Entegris
Fujifilm Electronic Materials
Kanto PPC
Kuang Ming
Merck
RASA
Shiny
Tokuyama
Versum
Wah Lee
3M
Fujifilm Electronic Materials
JSR
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
These 7 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.
(Continued)
Major Materials
Major Suppliers
Market Status
Procurement Strategy
Slurry, Pad, Disk
3M
AGC
Cabot Microelectronics
DuPont
Fujibo
Fujifilm Electronic Materials
Fujimi
These 7 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
Others
Total Net Procurement
2019
2018
Procurement
Amount
As % of 2019 Total
Net Procurement
Relation to TSMC
Procurement
Amount
As % of 2018 Total
Net Procurement
Relation to TSMC
11,275,564
10,322,266
5,735,862
31,826,777
59,160,469
19%
None
17%
None
10%
None
54%
100%
-
-
10,233,843
11,047,359
6,800,865
35,324,987
63,407,054
16%
None
17%
None
11%
None
56%
100%
-
-
• Reason for Increase or Decrease: No significant change.
5.3.5 Quality and Reliability
TSMC strives to provide excellence in semiconductor manufacturing services to all its customers worldwide. The Company is dedicated
to quality in every facet of its business and maintains a culture of continuous improvement to assure customer satisfaction. TSMC
implements expedient containment programs to shield customers from any product defects until each has been eliminated.
In the technology development stage, the Q&R organization helps customers design in superior product reliability. In 2019, Q&R
worked with R&D in advanced logic, specialty and advanced packaging technologies throughout development and qualification stages
continuously to ensure meeting requirements for device characteristics, process yield and product reliability.
For advanced logic technology, in 2019 Q&R successfully qualified the 5nm FinFET, the second generation process with EUV lithography,
to ensure its competitiveness in mobile and high performance computing applications, with plans to move into mass production
in 2020. For specialty technologies, Q&R completed technology qualification of 22nm ULL (ultra-low leakage) embedded MRAM
(magnetic random access memory). Regarding CIS (CMOS image sensor) technology, Q&R qualified 45nm NIR (near infrared) CIS with
ASIC (application specific integrated circuit) wafer on wafer stack. For CoWoS® (Chip on Wafer on Substrate) packaging technologies,
the Company established a new manufacturing site in 2019 that doubled capacity from 2018. To ensure that the new site could
provide products with the same quality and reliability, Q&R completed the process and equipment matching and qualification among
different sites. In addition, integrated fan-out (InFO) assembly technology for mobile applications moved into its fourth generation
of manufacturing. Moreover, InFO_oS, 1.5x reticle InFO size on substrate, was qualified with products in production for networking
applications.
To continuously achieve product defect reduction, enhance process controls, make early detection of abnormalities and prevent quality
problems that affect customers, Q&R collaborates with other operational entities to establish real-time defense systems using advanced
statistical methods and quality tools. Since 2017, Q&R and Fabs have worked together on enhancements for automotive product quality
improvement, including design rule implementation and migration to Automotive Quality System 2.0. This covers process capability
requirement tightening for in-line and wafer acceptance testing in fabs 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’
stringent DPPM (defective parts per million) requirements. In 2019, quality control for automotive products was deployed to 7nm and
12nm process technologies for the preparation of automotive electronic business in 2020.
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To enhance employee problem-solving capabilities and develop
related quality systems and methodologies, Q&R held several
company-wide symposia and training programs on total
quality excellence (TQE), design of experiment (DOE), statistical
process control (SPC) and metrology in 2019. These 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 initiated. In 2020, Q&R will continue the development
of employee capabilities by promoting and using new
methodologies to enhance TSMC competitiveness.
For material and supplier management, in 2019 Q&R and the
material management organization collaborated to enhance the
inspection capability for incoming material quality and supplier
management. A material quality improvement task force was
formed to work with suppliers. Material quality checks were
added to critical control points of the production line. Q&R also
required suppliers to apply statistical process methods to strictly
control the stability of their own process quality and enhance
upstream raw material analysis. Q&R requested that supply chain
factories seek ISO 9001 certification, implement process change
management and evaluation, and undertake quality audits. In
2019, Q&R collaborated with SEMI (Semiconductor Equipment
and Materials International) to hold the Strategic Materials
Conference (SMC) in Taiwan for the first time. This conference,
which had previously been held only in the U.S. and Europe,
helped motivate and elevate the competitiveness of the local
supply chain.
TSMC fully supports continuous improvement programs to
strengthen the work culture, improve product quality and
production efficiency, reduce production costs, and improve
customer satisfaction. These programs encourage colleagues to
strive for excellence, drive cross-departmental observation and
learning, and enhance their innovative and problem-solving abilities
– all traits that greatly contribute to achieving a win-win outcome of
honing TSMC’s competitive edge and building customer satisfaction.
In addition to internal cross-organizational learning and exchange,
TSMC participates with other industries in the Taiwan Continuous
Improvement Competition in order to promote the development of
other local industries by sharing its experience, and to enhance the
problem-solving and innovation ability of its colleagues by observing
the improvement methods of other industries. In 2019, TSMC’s
outstanding performance was recognized with six gold awards and
one silver award; at the same time, Q&R coached domestic material
suppliers to participate in the competition and they won a total of
three gold, six silver, and four bronze awards.
Thanks to qualification in technology development, real-time
defense systems and innovative applications in semiconductor
manufacturing services, as well as its continuous quality
improvement culture, TSMC had no major product recalls in
2019. Meanwhile, a third party audit verified the effectiveness
of TSMC’s quality management systems in compliance with
IATF 16949: 2016 and IECQ QC 080000: 2017 certificates
requirements. Periodic customer feedback indicates that products
shipped from TSMC have consistently met or exceeded all field
quality and reliability requirements. In these ways, TSMC assists
customers in time-to-market delivery and competitiveness
enhancement with excellent and reliable products for the
four major growth markets: mobile communication, high
performance computing (HPC), Internet of Things (IoT), and
automotive electronics.
5.4 Customer Trust
5.4.1 Customers
TSMC’s worldwide customers have a variety of products that
deliver excellent performances across semiconductor industry.
Customers include fabless semiconductor companies, system
companies, and integrated device manufacturers such as
Advanced Micro Devices, Inc., Broadcom Limited, Hisilicon
Technologies Co. Ltd., Intel Corporation, MediaTek Inc., NVIDIA
Corporation, NXP Semiconductors N.V., Qualcomm Inc., Sony
Corporation, XILINX Inc., and many more.
Customer Service
TSMC has been dedicated to provide the best client services,
and we strongly believe that a good client service is critical
to customer satisfaction, and is key for customer retention,
customer relationship enhancement, and new customer
engagement. TSMC has established a devoted customer service
team which strives to provide world-class services in supporting
clients in mask making, wafer manufacturing, and backend
services, thereby creating the best customer experiences,
gaining customer trust, and sustaining corporate revenue and
profitability.
To improve customer interaction on a real-time basis, TSMC-
OnlineTM offers a suite of web-based applications that allows
us to play an active role in collaborations with clients in design,
engineering and logistics. Customers thus have 24-7 access to
critical information, and are able to create customized reports.
Within TSMC-OnlineTM, design collaboration lies upon data
availability and accessibility, and provides clients with accurate
and the most updated information at each stage of design
process. Engineering collaboration includes engineering lots,
wafer yields and wafer acceptance test analysis, as well as quality and reliability data. Logistics collaboration includes information of
wafer fabrication, backend process, and shipments in client orders.
Customer Satisfaction
To ensure customer satisfaction, and to make sure we fully apprehend customer needs, TSMC appoints third party consulting firms
to conduct customer satisfaction survey (ACSS) with majority of our existing customers through either web survey or interview on an
annual basis.
In addition to the survey, customer service team also conduct quarterly business reviews (QBRs) with our customers to make sure we
receive customers’ feedbacks on a regular basis. Through surveys and feedback reviews, TSMC is able to closely interact with customers,
provides better services, and enhances quality of collaborations.
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. TSMC uses the results derived from the survey as important basis for future
developments, and we firmly believe that customer satisfaction leads to healthy customer relationships and business growths.
Customers Accounting for at Least 10% of Annual Consolidated Net Revenue
Unit: NT$ thousands
2019
2018
Net Revenue (Note)
As % of 2019 Total
Net Revenue
Relation to TSMC
Net Revenue (Note)
As % of 2018 Total
Net Revenue
Relation to TSMC
247,213,291
152,876,885
669,895,272
23%
None
14%
None
63%
100%
-
-
224,690,695
83,885,616
722,897,246
1,031,473,557
22%
None
8%
None
70%
100%
-
-
Total Net Revenue
1,069,985,448
Customer
Customer A
Customer B
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.
• Reason for Increase or Decrease: The changes of sales amount and percentage were mainly due to customer product demand
change.
5.4.2 Open Innovation Platform® (OIP) Initiative
Innovation has always been an exciting and challenging proposition. Competition among semiconductor companies continues to
intensify 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 promote 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 chosen this path to innovation via its Open Innovation Platform® (OIP) initiative, which is a
key part of the TSMC Grand Alliance.
The OIP initiative is a comprehensive design technology infrastructure that encompasses all critical IC implementation areas to
lower 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, process technology and backend
services.
Crucial to OIP are ecosystem interfaces and collaborative components initiated and supported by TSMC to 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 22 EDA partners, six cloud
partners, 42 IP partners, 19 design center alliance (DCA) partners,
and eight 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 September and October, TSMC held its 2019 Open Innovation
Platform® (OIP) Ecosystem Forum in Santa Clara, California and in
Beijing, respectively. 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 made key presentations on EDA and
IP ecosystem readiness of 5nm, as well as on continuous
development of solutions to enhance power, performance and
area (PPA) on existing production technology nodes from 7nm
to 6nm, from 16nm to 12nm and from 28nm to 22nm. TSMC’s
comprehensive radio frequency (RF) design platform is developed
to support emerging 5G design applications. In addition, the
availability of various 3D integration technologies forms a
complete 3D IC design ecosystem that helps unleash customers’
product innovation. The readiness of the aforementioned design
ecosystem solutions will help customers successfully pursue
opportunities in mobile, high performance computing, the
Internet of Things and automotive markets.
5.5 Human Capital
Human capital is TSMC’s most treasured asset. In this area
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, develop outside interests, expand
social participation, and, in general, live a happy life.
TSMC abides by local laws and participates in the Responsible
Business Alliance (RBA) as a full member. The Company refrains
from forcing employees to do unwilling labor service, listens
to the employees, keeps communication channels open, and
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 by 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
At the end of 2019, TSMC had 51,297 employees worldwide,
including 5,364 managers, 24,416 professionals, 4,357
assistants and 17,160 technicians. The following table
summarizes the makeup of TSMC’s workforce as of the end of
February, 2020:
Job
Total
Gender
Managers
Professionals
Assistant
Engineer/Clerical
Technician
Male (%)
Female (%)
Ph.D.
Master's
Education
Bachelor's
Other Higher
Education
12/31/2018
12/31/2019
02/29/2020
5,294
22,285
4,109
17,064
48,752
61.3%
38.7%
4.7%
42.6%
25.9%
11.1%
5,364
24,416
4,357
17,160
51,297
62.2%
37.8%
4.5%
44.7%
25.3%
10.6%
5,428
24,809
4,394
17,414
52,045
62.3%
37.7%
4.5%
44.9%
25.5%
10.6%
High School
15.7%
14.8%
14.5%
Average Years of Age
Average Years of Service
36.4
9.1
36.6
9.3
36.6
9.3
5.5.3 Recruitment
Key elements of TSMC’s success and growth depend on the
Company’s employees, who share a common vision and values.
In order to strengthen growth momentum, the Company is
dedicated to recruiting top-notch professionals in all positions.
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 promote continuous growth, in 2019 TSMC recruited more
than 5,000 employees, including over 3,900 managers and
professionals, as well as over 1,100 assistants and technicians.
5.5.4 People Development
Employee development is an integral and critical factor for
the growth of any company, and at TSMC it is goal oriented,
disciplined and planned. The Company is committed to
expanding and fulfilling employee potential by providing
meaningful work in a world-class 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 and with internal rotation opportunities.
To help employees reach their potential, TSMC is committed to
on-the-job training and systematic job rotation. In addition, TSMC
provides various resources and channels to encourage employees
to learn on their own to further raise their performance and
achieve their 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 with 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 share
their valuable knowledge in internal educational courses.
TSMC provides the following training programs:
• New employee –basic training and job orientation. In addition,
the newcomers’ managers and a well-established buddy system
are in place to support new hires in their assimilation process
regarding both corporate culture and work requirements.
• General – as required by government regulations and/or
the Company policies, as well as 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.
• 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 also available.
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• Direct labor – 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.
The same philosophy applies to TSMC’s compensation programs
in overseas subsidiaries. In addition to providing employees 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 promote
employee commitment and development.
In 2019, TSMC conducted 1,115 internal training sessions and
provided over 740 thousand hours of training and a total of
more than 700 thousand attendees participated. On average,
each employee attended over 14 hours of training and TSMC
spent over NT$59 million on the education and development of
employees.
5.5.6 Employee Engagement
The Company encourages employees to maintain a healthy and
well-balanced life while pursuing their career goals effectively. TSMC
continuously facilitates employee communication and provides
employee caring, benefit, rewards and recognition programs.
Apart from internal training resources, TSMC employees are also
subsidized when pursuing external short-term courses, for-credit
classes and degrees.
5.5.5 Compensation
TSMC employees are entitled 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,
performing employees. Thanks to solid 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 TSMC success, 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.
Employee Communication
TSMC values two-way communication and is committed
to keeping communication channels open and transparent
for management, subordinates and peers. The Company is
committed to ensuring that employees are able to communicate
openly and share ideas and concerns with management
regarding work conditions and management practices without
fear of discrimination, reprisal, intimidation or harassment.
TSMC makes continuous efforts to 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.
The Company supports a host of two-way communication
channels, including:
• Communication meetings for various levels of managers and
employees; for example, the Chairman’s/CEO’s communication
meeting, and communication meetings in individual functions/
divisions.
• Quarterly labor-management meetings to provide business
updates and invite employees to discuss labor conditions and
welfare activities.
• Aperiodic employee satisfaction surveys to selected employees,
with follow-up actions based on survey findings.
• The Core Value survey taken biennially to understand the
Company’s implementation of core values and employees’
commitment and engagement.
• myTSMC employee portal, 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 and 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 managerial, financial, auditing, ethics and business conduct issues:
– The whistleblower reporting system administered by the audit committee
– The ombudsman system administered by a senior manager appointed by the CEO
• The Employee Opinion Box, which provides an opportunity to submit suggestions or opinions regarding work and the overall work
environment.
• The Fab Caring Circle in each fab, which addresses issues related to employees’ work and personal life; the system is dedicated mainly
to the Company’s direct labors.
• Sexual harassment investigation committee, a channel 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
Functions / Divisions
• Functional Activity
Managers of All
Levels
Employees
Employee Portal
Employee Survey
HR Area Service Team
eSilicon Garden
Human
Resources
Board of Directors
and
Management
Team
Employee Voice Channels
• Ombudsman System
• Employee Opinion Box
• Whistleblower Procedures
• Fab Caring Circle
• Sexual Harassment Investigation Committee
• SMS
• Counseling Service
System /
Committee Chair
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 2019 and in 2020 as of the date of this annual report, there have been no losses resulting from labor disputes. However, the
Company was issued a fine for NT$70,000 following a labor inspection result dated 11/25/2019 due to overtime applications not being
timely processed (Labor Standards Act Article 32) and working hours exceeding the permitted limit (Labor Standards Act Article 24).
The Company has reviewed the working hour management process and strengthened communication to employees to better manage
overtime application.
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Apart from corporate-wide awards, TSMC encourages employees
to participate in external talent activities and competitions. In
2019, distinguished TSMC employees continued to be recognized
through a host of awards, such as the Model Labor Award of
each Science Park, and national awards including the Outstanding
Engineer Award, the Excellent Young Engineers Award, and the
National Manager Excellence Award.
5.5.7 Retention
Overall employee satisfaction with the Company was measured
in the biennial TSMC core values survey last taken in 2018. In this
survey, 98% of participants said they were 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 2019, the Company recorded a manageable turnover rate of
4.9%. Although a bit lower than a healthy outflow often defined
as 5% to 10%, the Company is still in continuous growth mode
resulting in 5,000 new staff hired in 2019, accounting for 9.9%
of all employees and helping the organization stay energized.
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.
Thanks to the Company’s sound financial condition, it is able
to ensure solid pension contributions and payments, which
encourages employees to make long-term career plans and
further deepens their commitment to TSMC.
5.6 Material Contracts
TSMC is not currently party to any material contract, other than
contracts entered into in the ordinary course of its business. The
Company’s “Significant Contingent Liabilities and Unrecognized
Commitments” are disclosed in Annual Report section (II),
Financial Statements, pages 72-73.
Employee Benefit Programs
• Convenient onsite services and amenities: cafeterias, laundry
services, convenience stores, bakery, juice bar, coffee shop,
travel agent and bank services, as well as commuting assistance
are available to employees in the fabs.
• Comprehensive health management services, including programs
for weight control, in-fab clinic and dentist services, smoking
cessation, massage, cancer screening and blood donation, as
well as mental and health seminars to raise personal health
awareness. Other 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.
• Diverse employee welfare programs: in 2019, including
63 hobby clubs organized by employee, 42 presentations
covering various topics, 10 art events, sports day and family
day. In addition, marriage bonuses, condolence allowances,
emergency subsidies and holiday bonuses are also available to
address employees’ needs.
• Excellent sports and leisure space: a variety of workout facilities
available to improve employee wellness. Also discounted price
to various events are made available to both employees and
their families to enhance the sense of identity.
• Safe and convenient preschool service: childcare service to
fulfill employees’ need of child care in four fabs in Hsinchu,
Taichung, and Tainan.
Diverse Employee Recognition
TSMC sponsors various internal award programs to recognize
employees for outstanding achievements, both individual
and at a team level. With these award programs, TSMC aims
to encourage continued employee development, which also
enhances the Company’s competitive advantage.
The award programs include:
• TSMC Academy: recognizes outstanding scientists and
engineers whose individual technical capabilities have made
significant contributions.
• TSMC Excellent Labor Award: recognizes technicians whose
outstanding performances have made significant contributions.
• Total Quality Excellence at each fab: recognizes employees’
continuous efforts in creating value.
• Service Award: recognition and appreciation of senior
employees and their long-term commitment and dedication.
• Excellent Instructor Award: praises the outstanding
performance and contribution of internal instructors in training
courses for employees.
• Function-wide awards dedicated to innovation, such as the Idea
Forum and TQE awards, which recognize employee initiative
and continuous implementation of innovative practices.
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Financial Highlights and Analysis
6.1 Financial Highlights
6.1.1 Condensed Balance Sheet
Condensed Balance Sheet from 2015 to 2019 (Consolidated)
Unit: NT$ thousands
6
Item
Current Assets
Year
2015
2016
2017
2018
2019
746,743,991
817,729,126
857,203,110
951,679,721
822,613,914
Long-term Investments (Note 1)
34,993,583
46,153,916
41,569,074
29,304,796
30,172,039
Property, Plant and Equipment
853,470,392
997,777,687
1,062,542,322
1,072,050,279
1,352,377,405
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
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
0
14,065,880
8,244,452
0
14,614,846
10,179,727
0
14,175,140
16,371,997
0
17,002,137
20,091,105
17,232,402
20,653,028
21,756,244
1,657,518,298
1,886,455,302
1,991,861,643
2,090,128,038
2,264,805,032
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
590,735,701
547,985,630
655,561,652 (Note 3)
72,089,056
51,973,905
412,631,642
642,709,606
620,074,686
707,535,557 (Note 3)
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
56,300,215
56,272,304
56,309,536
56,315,932
56,339,709
894,293,586
1,072,008,169
1,233,362,010
1,376,647,841
1,333,334,979
738,711,303
890,495,506
1,025,918,966
1,169,204,797
1,268,509,028 (Note 3)
11,774,113
1,663,983
(26,917,818)
(15,449,913)
(27,568,369)
1,221,671,719
1,389,248,261
1,522,057,533
1,676,817,665
1,621,410,124
1,066,089,436
1,207,735,598
1,314,614,489
1,469,374,621
1,556,584,173 (Note 3)
962,760
802,865
702,110
678,731
685,302
1,222,634,479
1,390,051,126
1,522,759,643
1,677,496,396
1,622,095,426
1,067,052,196
1,208,538,463
1,315,316,599
1,470,053,352
1,557,269,475 (Note 3)
Note 1: Long-term investments as of December 31, 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, 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.
Note 3: The amount approved by Board of Directors on February 11, 2020.
89
Condensed Balance Sheet from 2015 to 2019 (Unconsolidated)
Unit: NT$ thousands
Year
2015
2016
2017
2018
2019
443,781,164
397,290,976
436,769,337
464,401,415
469,966,106
550,524,494
355,118,125
559,380,999
6.1.2 Condensed Statement of Comprehensive Income
Condensed Statement of Comprehensive Income from 2015 to 2019 (Consolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2015
2016
2017
2018
2019
843,497,368
947,938,344
977,447,241
1,031,473,557
1,069,985,448
410,394,893
474,832,098
494,826,402
497,874,253
492,701,896
426,913,080
326,330,737
831,784,912
0
9,391,418
5,265,368
979,401,337
1,016,355,970
1,025,286,941
1,310,900,634
Income from Operations
320,047,775
377,957,778
385,559,223
383,623,524
372,701,090
0
10,047,991
6,816,676
0
9,870,127
11,992,542
0
12,429,930
17,253,537
15,030,020
16,271,444
18,774,850
Non-operating Income and Expenses
30,381,136
8,001,602
10,573,807
13,886,739
17,144,246
Income before Income Tax
Net Income
350,428,911
385,959,380
396,133,030
397,510,263
389,845,336
306,556,167
334,338,236
343,146,848
351,184,406
345,343,809
1,599,685,515
1,837,338,144
1,939,389,391
2,075,461,008
2,275,476,072
Other Comprehensive Income for the Year, Net of Income Tax
(14,714,182)
(11,067,189)
(28,821,631)
9,836,976
(11,823,562)
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
605,540,547
Net Income (Loss) Attributable to:
Total Comprehensive Income for the Year
291,841,985
323,271,047
314,325,217
361,021,382
333,520,247
535,503,562
670,366,498 (Note 3)
70,582,825
48,525,401
398,643,343
654,065,948
606,086,387
718,891,899 (Note 3)
Shareholders of the Parent
Noncontrolling Interests
Total Comprehensive Income (Loss) Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Basic/Diluted Earnings Per Share (Note)
306,573,837
334,247,180
343,111,476
351,130,884
345,263,668
(17,670)
91,056
35,372
53,522
80,141
291,867,757
323,186,736
314,294,993
360,965,015
333,440,460
(25,772)
11.82
84,311
12.89
30,224
13.23
56,367
13.54
79,787
13.32
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
Note: Based on weighted average shares outstanding in each year.
56,300,215
56,272,304
56,309,536
56,315,932
56,339,709
894,293,586
1,072,008,169
1,233,362,010
1,376,647,841
1,333,334,979
738,711,303
890,495,506
1,025,918,966
1,169,204,797
1,268,509,028 (Note 3)
11,774,113
1,663,983
(26,917,818)
(15,449,913)
(27,568,369)
Condensed Statement of Comprehensive Income from 2015 to 2019 (Unconsolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2015
2016
2017
2018
2019
837,046,888
936,387,291
969,136,109
1,023,925,713
1,059,646,793
397,708,840
461,808,296
478,937,691
492,955,501
480,143,141
1,221,671,719
1,389,248,261
1,522,057,533
1,676,817,665
1,621,410,124
Income from Operations
313,408,698
369,730,533
374,690,117
384,027,838
365,923,992
1,066,089,436
1,207,735,598
1,314,614,489
1,469,374,621
1,556,584,173 (Note 3)
Non-operating Income and Expenses
36,579,970
15,458,427
18,626,059
12,170,315
22,821,227
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
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
Note 1: Long-term investments as of December 31, 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 investments
accounted for using equity method.
Note 2: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
Note 3: The amount approved by Board of Directors on February 11, 2020.
Income before Income Tax
Net Income
349,988,668
385,188,960
393,316,176
396,198,153
388,745,219
306,573,837
334,247,180
343,111,476
351,130,884
345,263,668
Other Comprehensive Income for the Year, Net of Income Tax
(14,706,080)
(11,060,444)
(28,816,483)
9,834,131
(11,823,208)
Total Comprehensive Income for the Year
291,867,757
323,186,736
314,294,993
360,965,015
333,440,460
Basic/Diluted Earnings Per Share (Note)
11.82
12.89
13.23
13.54
13.32
Note: Based on weighted average shares outstanding in each year.
90
91
6.1.3 Financial Analysis
Financial Analysis from 2015 to 2019 (Consolidated)
Financial Analysis from 2015 to 2019 (Unconsolidated)
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)
Advanced Technologies (16-nanometer and below) Percentage
of Wafer Sales (%)
Sales Growth (%)
Net Income Growth (%)
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
5
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
21
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
32
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
41
5.53
2.34
2019
28.38
123.79
139.25
124.92
120.92
7.95
45.91
6.20
58.87
15.48
0.88
0.49
15.99
20.94
143.73
150.34
32.28
13.32
13.32
104.13
106.60
8.45
2.41
1.01
81
50
3.73
-1.67
Analysis of deviation of 2019 vs. 2018 over 20%:
1.Debts ratio increased by 44%, current ratio decreased by 50%, quick ratio decreased by 50% and cash flow ratio decreased by 38% mainly due to increase in short-term loans, payables to contractors and
equipment suppliers and cash dividends payable.
2. Long-term fund to property, plant and equipment decreased by 24% mainly due to increase in advanced technology equipment.
Note: 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
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
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
(6) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - 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)
(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)
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
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
2019
28.74
127.39
58.64
45.81
122.80
8.32
43.88
6.65
54.91
15.10
0.91
0.49
16.00
20.94
141.12
149.92
32.58
13.32
13.32
98.00
106.59
8.23
2.46
1.01
Analysis of deviation of 2019 vs. 2018 over 20%:
1.Debts ratio increased by 50%, current ratio decreased by 59%, quick ratio decreased by 59% and cash flow ratio decreased by 43% mainly due to increase in short-term loans, payables to contractors and
equipment suppliers and cash dividends payable.
2. Long-term fund to property, plant and equipment decreased by 25% mainly due to an increase in advanced technology equipment.
* 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) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
6. Leverage
(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)
92
93
6.1.4 Auditors’ Opinions from 2015 to 2019
6.2 Financial Status and Operating Results
Year
2015
2016
2017
2018
2019
CPA
Yih-Hsin Kao, Hung-Wen Huang
Yih-Hsin Kao, Yu-Feng Huang
Yih-Hsin Kao, Yu-Feng Huang
Audit Opinion
An Unqualified Opinion
An Unmodified Opinion (Note)
An Unmodified Opinion (Note)
Mei Yen Chiang, Yu-Feng Huang
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 2019 Business Report, Financial Statements, and proposal for allocation of quarterly
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 quarterly 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.
6.2.1 Financial Status
Consolidated
Unit: NT$ thousands
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Noncurrent Liabilities
Total Liabilities
Capital Stock
Capital Surplus
Retained Earnings
Others
2019
822,613,914
30,172,039
2018
951,679,721
29,304,796
1,352,377,405
1,072,050,279
17,232,402
20,653,028
21,756,244
0
17,002,137
20,091,105
2,264,805,032
2,090,128,038
590,735,701
51,973,905
642,709,606
259,303,805
56,339,709
340,542,586
72,089,056
412,631,642
259,303,805
56,315,932
1,333,334,979
1,376,647,841
(27,568,369)
(15,449,913)
Taiwan Semiconductor Manufacturing Company Limited
Chairman of the Audit Committee: Sir Peter L. Bonfield
Equity Attributable to Shareholders of the Parent
1,621,410,124
1,676,817,665
Total Equity
1,622,095,426
1,677,496,396
Difference
(129,065,807)
867,243
280,327,126
17,232,402
3,650,891
1,665,139
174,676,994
250,193,115
(20,115,151)
230,077,964
0
23,777
(43,312,862)
(12,118,456)
(55,407,541)
(55,400,970)
%
-14%
3%
26%
NM
21%
8%
8%
73%
-28%
56%
0%
0%
-3%
78%
-3%
-3%
February 11, 2020
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 2019 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.
Note 1: Long-term investments consist of noncurrent financial assets at fair value through other comprehensive income, 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 property, plant and equipment: The increase was mainly due to increase in advanced technology equipment.
Increase in intangible assets: The increase was mainly due to increase in technology license and software.
Increase in current liabilities: The increase was mainly due to increase in short-term loans, payables to contractors and equipment
suppliers and cash dividends payable.
Decrease in noncurrent liabilities: The decrease was mainly due to reclassification of bonds payable due in 1 year to current liabilities,
partially offset by increase in lease liabilities.
Increase in total liabilities: The increase was mainly due to increase in short-term loans, payables to contractors and equipment suppliers
and cash dividends payable.
Decrease in other equity: The decrease was mainly due to increase in currency exchange loss arising from translation of foreign
operations in 2019.
• 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
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Noncurrent Liabilities
Total Liabilities
Capital Stock
Capital Surplus
Retained Earnings
Others
Total Equity
2019
355,118,125
559,380,999
2018
469,966,106
550,524,494
1,310,900,634
1,025,286,941
15,030,020
16,271,444
18,774,850
0
12,429,930
17,253,537
2,275,476,072
2,075,461,008
605,540,547
48,525,401
654,065,948
259,303,805
56,339,709
328,060,518
70,582,825
398,643,343
259,303,805
56,315,932
1,333,334,979
1,376,647,841
(27,568,369)
(15,449,913)
1,621,410,124
1,676,817,665
Difference
(114,847,981)
8,856,505
285,613,693
15,030,020
3,841,514
1,521,313
200,015,064
277,480,029
(22,057,424)
255,422,605
0
23,777
(43,312,862)
(12,118,456)
(55,407,541)
%
-24%
2%
28%
NM
31%
9%
10%
85%
-31%
64%
0%
0%
-3%
78%
-3%
Note 1: Long-term investments consist of noncurrent financial assets at fair value through other comprehensive income 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 current assets: The decrease was mainly due to decrease in cash and cash equivalents.
Increase in property, plant and equipment: The increase was mainly due to increase in advanced technology equipment.
Increase in intangible assets: The increase was mainly due to increase in technology license and software.
Increase in current liabilities: The increase was mainly due to increase in short-term loans, payables to contractors and equipment
suppliers and cash dividends payable.
Decrease in noncurrent liabilities: The decrease was mainly due to reclassification of bonds payable due in 1 year to current liabilities,
partially offset by increase in lease liabilities.
Increase in total liabilities: The increase was mainly due to increase in short-term loans, payables to contractors and equipment suppliers
and cash dividends payable.
Decrease in other equity: The decrease was mainly due to increase in currency exchange loss arising from translation of foreign
operations in 2019.
• 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 Realized (Unrealized) Gross Profit on Sales to Associates
Realized (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
2019
2018
Difference
1,069,985,448
1,031,473,557
577,286,947
492,698,501
3,395
492,701,896
119,504,582
(496,224)
372,701,090
17,144,246
389,845,336
44,501,527
345,343,809
(11,823,562)
333,520,247
345,263,668
333,440,460
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
38,511,891
43,799,431
(5,287,540)
115,183
(5,172,357)
7,355,302
1,605,225
(10,922,434)
3,257,507
(7,664,927)
(1,824,330)
(5,840,597)
(21,660,538)
(27,501,135)
(5,867,216)
(27,524,555)
%
4%
8%
-1%
NM
-1%
7%
76%
-3%
23%
-2%
-4%
-2%
-220%
-8%
-2%
-8%
• Analysis of Deviation over 20%
Increase in realized (unrealized) gross profit on sales to associates: The increase was mainly due to lower sales to investees in the fourth
quarter of 2019.
Increase in other operating income and expenses, net: The increase was mainly due to reversal of impairment losses on property, plant
and equipment in 2019.
Increase in non-operating income and expenses: The increase was mainly due to higher interest income in 2019.
Decrease in other comprehensive income (loss), net of income tax: The decrease was mainly due to increase in currency exchange loss
arising from translation of foreign operations in 2019.
• Sales Volume Forecast and Related Information
For additional details, please refer to “1. Letter to Shareholders”.
• Major Impact on Financial Performance
The above deviations had no major impact on TSMC’s financial performance.
• Future Plan on Financial Performance: Not applicable.
96
97
Unconsolidated
Unit: NT$ thousands
Item
Net Revenue
Cost of Revenue
2019
2018
Difference
1,059,646,793
1,023,925,713
579,507,047
530,861,166
35,721,080
48,645,881
Gross Profit before Realized (Unrealized) Gross Profit on Sales to Subsidiaries and Associates
480,139,746
493,064,547
(12,924,801)
Realized (Unrealized) Gross Profit on Sales to Subsidiaries and Associates
3,395
(109,046)
112,441
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
480,143,141
492,955,501
(12,812,360)
114,067,919
107,259,429
(151,230)
(1,668,234)
6,808,490
1,517,004
365,923,992
384,027,838
(18,103,846)
22,821,227
12,170,315
10,650,912
388,745,219
396,198,153
43,481,551
45,067,269
345,263,668
351,130,884
(7,452,934)
(1,585,718)
(5,867,216)
Other Comprehensive Income (Loss), Net of Income Tax
(11,823,208)
9,834,131
(21,657,339)
Total Comprehensive Income for the Year
333,440,460
360,965,015
(27,524,555)
%
3%
9%
-3%
NM
-3%
6%
91%
-5%
88%
-2%
-4%
-2%
-220%
-8%
• Analysis of Deviation over 20%
Increase in realized (unrealized) gross profit on sales to subsidiaries and associates: The increase was mainly due to lower sales to
investees in the fourth quarter of 2019.
Increase in other operating income and expenses, net: The increase was mainly due to reversal of impairment losses on property, plant
and equipment in 2019.
Increase in non-operating income and expenses: The increase was mainly due to higher share of profits of subsidiaries and associates in
2019.
Decrease in other comprehensive income (loss), net of income tax: The decrease was mainly due to increase in currency exchange loss
arising from translation of foreign operations in 2019.
• Sales Volume Forecast and Related Information
For additional details, please refer to “1. Letter to Shareholders”.
• 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
12/31/2018
Net Cash Provided by
Operating Activities
in 2019
Net Cash Used in
Investing Activities
in 2019
Net Cash Used in
Financing Activities
in 2019
Effect of Exchange Rate
Changes on Cash and
Cash Equivalents in 2019
Cash Balance
12/31/2019
Remedy for Liquidity Shortfall
Investment
Plan
Financing
Plan
577,814,601
615,138,744
(458,801,647)
(269,638,166)
(9,114,196)
455,399,336
None
None
• Analysis of Cash Flow
NT$615.1 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization expenses.
NT$458.8 billion net cash used in investing activities: primarily for capital expenditures.
NT$269.6 billion net cash used in financing activities: primarily for cash dividend payment and repayment of corporate bonds.
• Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
• Cash Flow Projection for Next Year: Not applicable.
Unconsolidated
Unit: NT$ thousands
Cash Balance
12/31/2018
Net Cash Provided by
Operating Activities in 2019
Net Cash Used in Investing
Activities in 2019
Net Cash Used in Financing
Activities in 2019
Cash Balance
12/31/2019
Remedy for Liquidity Shortfall
Investment
Plan
Financing
Plan
240,202,525
593,432,071
(451,460,013)
(240,723,885)
141,450,698
None
None
• Analysis of Cash Flow
NT$593.4 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization expenses.
NT$451.5 billion net cash used in investing activities: primarily for capital expenditures.
NT$240.7 billion net cash used in financing activities: primarily for cash dividend payment and repayment of corporate bonds.
• Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
• Cash Flow Projection for Next Year: Not applicable.
6.2.4 Recent Years Major Capital Expenditures and Impact on Financial and Business
Unit: NT$ thousands
Plan
Actual or Planned Source of Capital
Total Amount for 2019 and 2018
Actual Use of Capital
2019
2018
Production Facilities, R&D and Production Equipment
Cash flow generated from operations
768,726,829
456,424,278
312,302,551
Others
Total
Cash flow generated from operations
7,277,202
3,997,872
3,279,330
776,004,031
460,422,150
315,581,881
Based on capital expenditures listed above, TSMC’s annual production capacity increased by approximately 0.2 million 12-inch equivalent
wafers in 2019.
6.2.5 Long-term Investment Policy and Results
TSMC’s long-term investments accounted for using equity method were all made for strategic purposes. However, when an investment
is no longer of strategic value, it will be considered a financial investment. In 2019, the gains from these investments amounted to
NT$2,844,222 thousand on a consolidated basis, decreasing from previous year mainly due to a decrease in product demand. In the
future, TSMC’s long-term investments accounted for using equity method will continue to focus on strategic purposes through prudent
assessments.
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99
6.3 Risk Management
Enterprise Risk Management Framework
6.3.1 Risk Management Organization Chart
6.3.2 Strategic Risks
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 that represent potential negative
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 on behalf of all stakeholders. The Company
maintains a risk map that considers likelihood and impact severity,
and is used to identify and prioritize risk controls and implement
various controls and risk treatment strategies in response to risks
as they are identified.
Scope of Risk Management
Strategic Perspective
• Regulatory change and compliance
• Government policies
• Changes in technology and industry
• Technology development and competition
• Demand and capacity expansion
Operational Perspective
• Sales and purchasing concentration
• Information security
• Intellectual property rights
• Recruitment of qualified personnel
• Corporate image
Financial Perspective
• Interest rate, foreign exchange, inflation, deflation and taxation
• External financing
• High-risk and/or highly leveraged investments; financial
derivative transactions
• Strategic investments
Hazardous Events
• Earthquakes and natural hazards
• Fire or chemical spills
• Climate change
• Utility supply
100
Risk Identification & Assessment
• RM Steering Committee and Audit Committee review and approve
implementation of risk management strategy and prioritization of risk
controls
• RM Executive Council adopts risk map which considers likelihood and
severity of risk events to assess risks
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. Response procedures and recovery plans are compiled
corresponding to different scenarios. For specific severe crisis events
involving multiple TSMC 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 stakeholders.
To raise risk awareness and strengthen the risk management
culture in TSMC, RM task forces have been formed. Enhanced risk
assessment and crisis response exercises have also been conducted
for potentially critical events such as fire, earthquake, IT service
disruption, IT security breach, supply chain disruption, major yield
loss and utility supply disruption. In order to continuously mitigate
corporate risks, crisis response exercises are used to test the
integrity and effectiveness of ERM.
To reduce supply chain disruption risks, TSMC has created a task
force comprised of members from fab operations, materials
management, risk management and quality systems management
to work with suppliers to develop business continuity plans and
enhance supply chain resilience. Partly as a result of these efforts,
there were no interruptions in TSMC’s supply chain in 2019.
As production capacity continues to expand with more advanced
technology, TSMC has initiated and implemented seismic
protection engineering design, risk treatment practices and green
manufacturing projects in all new fabs.
TSMC’s risk management organization reports annually to the
Audit Committee on the risk environment TSMC faces, enterprise
risk management, risk assessment and mitigation efforts. The Audit
Committee Chairperson also reports to the Board on these 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 the 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 risk management transparency and how risks are
managed
RM Program
• Supports RM task forces to enhance effective risk control
• Coordinates and facilitates RM Executive Council on risk
management activities
• Consolidates ERM reports and updates provided to the RM
Steering Committee
RM Task Force
• Identifies potential scenarios and business impact
• Determines risk mitigation actions to respond to the scenarios
• Compiles crisis management procedures and conducts
exercises
Risks Associated with Changes in Technology and
Industry
• Industry Developments
The electronics industries and semiconductor markets 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 TSMC’s 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. The Company also competes
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, the Company risks losing these customers. These factors
have also been intensified by the shift of the global technology
market to consumer driven products such as smartphones, 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 TSMC fails to maintain quality, the Company may result in
loss of revenue and additional costs, as well as loss of business or
customer trust. For example, in January 2019, TSMC discovered
the yield problems in 12- and 16-nanometer wafers caused by
a batch of photoresist, which resulted in delayed delivery of
products and had a negative effect on the Company’s margin
and operating margin in the first quarter on 2019. The Company
101
has strengthened inline wafer inspection and tightened control
of incoming material to deal with the increasing complexity of
leading-edge technologies. If TSMC is unable to innovate new
technologies that meet the demand of its customers or overcome
the above factors, the Company may become less competitive
and our revenue may decline significantly.
Regarding the response measures for the above-mentioned risks,
please refer to “2.2.4 TSMC Position, Differentiation and Strategy”
on pages 14-15 of this annual report.
Risks Associated with Decrease in Demand and Average
Selling Price
A vast majority of our revenue is derived from customers who
use our products in smartphones, high performance computing
(HPC), Internet of Things (IoT), automotive electronics, and digital
consumer electronics (DCE). 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 our products and services, could adversely
affect our revenue. Further, semiconductor manufacturing
facilities require substantial investment to construct and are
largely fixed cost assets once they are in operation. Because we
own most of our manufacturing capacities, a significant portion
of our operating costs is fixed. In general, these costs do not
decline when customer demand or our capacity utilization rates
drop, and thus declines in customer demand, among other
factors, may significantly decrease our margins. Conversely, as
product demand rises and factory utilization increases, the fixed
costs are spread over increased output, which can improve our
margins. 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 us
may lead to a reduction of our 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
with 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 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 in part due to
various incentives provided by the Chinese government.
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 2019 and as
of the date of this Annual Report, there were no 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 forecasts, TSMC has recently
been adding capacity 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 tries to 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 the
Company’s customers’ businesses have changed dramatically.
While the Company generates revenue from hundreds of
customers worldwide, TSMC’s ten largest customers in 2017,
2018, and 2019 accounted for approximately 66%, 68% and
71% of TSMC’s net revenue in the respective year. TSMC’s
largest customer in 2017, 2018, and 2019 accounted for 23%,
22% and 23% of the Company’s net revenue in the respective
year. TSMC’s second largest customer for each particular year
accounted for less than 10% of the Company’s net revenue in
2017 as well as 2018 and 14% of the Company’s net revenue in
2019.
A more concentrated customer base will subject TSMC’s revenue
to seasonal demand fluctuations from our large customers, and
cause different seasonal patterns of the Company’s 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 the Company’s 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 the Company’s customer pool. In
addition, regulatory restrictions such as export control directed
at TSMC’s major customers could impact the Company’s ability
to supply products and services to those customers, reduce those
customers’ demand for TSMC’s products and services and impact
their business operations. 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, changes in applicable regulatory
restrictions, product designs, 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 Purchasing 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. Moreover, major natural
disasters, trade barriers and 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
the Company’s needs for such raw materials may not be met or
that back-up supplies may not be readily available. In addition,
recent trade tensions could result in increased prices or even
unavailability of raw materials due to tariffs, export control 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
commits 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.
Given that qualified backup suppliers are hard to obtain,
TSMC engages early and extensively with primary suppliers on
managing quality and capacity issues to be prepared for any
unexpected need to ramp up or curtail production when the
Company lacks sufficient time to re-tune its production process.
For leading technology nodes, TSMC not only adopts world-class
processes and facilities but also requires world-class materials.
To streamline supply chain risk management, the Company has
increased 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 and ensure that the supply chain maintains sufficient
inventory 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). Onsite audits are conducted regularly
to empower these suppliers to take responsibility for their supply
102
103
chain as any regulatory violations or adverse environmental
impact event, or failure to meet sustainability requirements
could 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 times. 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’
demand 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 established a comprehensive internet and computing
security network, it cannot guarantee that its 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, the
Company cannot guarantee that it 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 trade secrets and other sensitive information, such as
proprietary information of its customers and other stakeholders
and personal information of its employees.
Malicious hackers may also try to introduce computer viruses,
corrupted software or ransomware into TSMC network systems
to disrupt our operations, blackmail us to regain control of its
computing systems, or spy on it for sensitive information. These
attacks may result in us having to pay damages for its delayed or
disrupted orders or incur significant expenses in implementing
remedial and improvement measures to enhance its cybersecurity
network, and may also expose us 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 the
company has an obligation to keep confidential.
TSMC experienced and may be subject to attack onward by
malicious software contained in the equipment TSMC purchase
and install. The cyber security risk management and solution
enhancement actions have been taken continuously, such as
building up an automated virus-scan system to prevent fab
from installing virus infected tools, strengthening of firewall and
network control to prevent computer viruses from spreading
among tools and fabs, installation of proper anti-virus solutions
for different computers, development and deployment of
security monitor application to monitor and alert computer
security issues, enhancement of computer vulnerability scan and
patch updating, improving phishing email detection, employee
awareness testing, external security risk assessments, and the
establishment of an integrated and automatic security operation
platform. While these ongoing enhancements further improved
the cyber security defense solutions, there can be no assurance
that the company is immune to malicious software attacks.
In addition, TSMC employs certain third party service providers
for the Company 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 the Company 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 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,
its 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. These assertions have at times
resulted in litigation. Because of the nature of the industry and
its market position, the Company may continue to receive such
communications in the future. The Company continues to face
a number of assertions made and lawsuits initiated by litigious,
well-funded, non-practicing entities who are aggressive in their
monetary demand and in seeking court-issued injunctions. This
Company also encounters, from time-to-time, assertions and
litigations initiated by semiconductor companies seeking to
disrupt its business such as the patent infringement lawsuits
in August 2019 filed by GlobalFoundries (“GF”) attempting to
restrict its and its customers’ activities in the United States and
Germany. The Company responded with counter-lawsuits against
GF for patent infringement in September 2019 targeting its
manufacturing activities in the U.S., Germany, and Singapore.
Shortly after, the Company reached an agreement with GF in
October 2019 to dismiss all litigation between the parties, as
well as those that involve any of its customers. Such lawsuits
and assertions may increase TSMC’s cost of doing business
and may potentially be extremely disruptive if these asserting
entities succeed in blocking the trade of products made 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.
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
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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 February 2019, Innovative Foundry Technologies LLC (“IFT”)
filed a complaint in the U.S. District Court for the District
of Delaware alleging that TSMC and TSMC Technology Inc.
infringe five U.S. patents. IFT also filed a complaint in the
U.S. International Trade Commission (the “ITC”) alleging that
TSMC, TSMC North America, TSMC Technology Inc., and other
companies infringe the same patents. The ITC instituted an
investigation in March 2019. Both parties agreed to end the
dispute and the ITC terminated the investigation in October
2019. The pending litigation in the U.S. District Court for the
District of Delaware was dismissed at the same time.
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.
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
In 2019 and as of the date of this annual report, TSMC did not
conduct any merger and acquisition.
Risks Associated with Recruiting Quality Personnel
TSMC’s growth relies on the continued services and contributions
of its management team, skilled technical and professional
personnel. The Company’s business could suffer from the inability
to fulfill personnel needs with high quality professionals in a
timely fashion caused by the loss of personnel or related changes
in market demand for its products and services. Since there is
fierce competition for talent recruitment, the Company cannot
ensure timely fulfillment of its personnel demand.
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. The Company’s positive image
also reflects outstanding operations, rigorous corporate
governance and dedication to social responsibility by serving as a
good corporate citizen. TSMC continues to pursue innovation in
the economic, environmental and social dimensions of CSR.
In 2019, TSMC was honored with numerous awards for
achievements in operations, corporate governance, patents,
profit growth, investor relations, environmental protection,
corporate sustainability and other fields. These included: the
Taiwan Institute for Sustainable Energy 2019 Taiwan Corporate
Sustainability Awards’ Most Prestigious Sustainability Award,
Platinum Medal For Sustainability Report, Sustainable Water
Management Award, Climate Leader Award, and Circular
Economy Leadership Award; First Place in CommonWealth
Magazine’s Excellence in Corporate Social Responsibility Award
for Large-Cap companies; ranked top 5% in the Taiwan Stock
Exchange corporate governance evaluation; member of the
Fortune Magazine’s 2019 World’s Most Admired Companies
and the 2019 Global 500; the R.O.C. Ministry of Economic
Affairs Industrial Development Bureau’s Green Factory Label
and Energy Conservation Benchmark Award ; the R.O.C.
Environmental Protection Administration’s Enterprise Green
Procurement Award; First Place in the Greenpeace ranking of
ten leading Taiwanese electronics companies; and membership
of the Corporate Knights 100 Most Sustainable Corporations
for 2019. In addition, TSMC was selected as a part of the Dow
Jones Sustainability Indices for the 19th consecutive year, further
strengthening the Company’s corporate culture and reputation.
TSMC adheres to its vision of uplifting society, and applies
technology and innovation to help humanity overcome
many challenges. As TSMC strives to excel in corporate social
responsibility, the Company also encourages employees to
make innovative breakthroughs in how they think about things
and do things, as well as nurture their empathy and broaden
their horizons. In 2019, TSMC established the Corporate Social
Responsibility Executive Committee, led by Chairman Dr. Mark
Liu with senior vice president Lora Ho serving as the executive
secretary, to work with senior management in a variety of
functions to set the Company’s future CSR strategy. The CSR
Executive Committee acts in tandem with the existing CSR
Committee to consolidate the Company’s resources, drive and
implement actions and cultivate CSR culture. TSMC pursues
corporate sustainability and contribution to society and seeks
to build further on its positive corporate reputation.
With its global reputation in mind, TSMC employs numerous
preventative measures to address potential risks from
earthquakes, fires, IT service disruption, yield loss, information
security, supply chain disruption, environmental events, and
utility supply disruption. TSMC sets crisis response and recovery
measures according to possible crisis events and maintains
a “TSMC crisis command center control instruction” as well
as a “TSMC emergency response procedure” to establish its
emergency response command structure.
TSMC holds regular monthly meetings of the Environment,
Safety and Health Committee, which coordinates relevant
departments in each fab to conduct regular emergency
response drills and continuously improve their notification
and operational procedures to ensure clear channels of
communication to stakeholders in crisis management, with the
public relations department serving as the designated gateway
for external communications.
In the event of an emergency, all departments immediately
deploy emergency response measures to eliminate or minimize
impact on personnel safety, the surrounding environment,
company property and manufacturing operations. Responders
also alert the public relations department at the earliest
stages of response to ensure timely, clear and consistent
communication regarding the situation.
Risks Associated with Change in Management
During 2019 and as of the date of this Annual Report, there
were no such risks for TSMC.
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. Changes in interest
rates affect the interest earned on the Company’s cash and cash
equivalents, and fixed income securities, 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. The policy generally requires securities to
be investment grade and limits the amount of credit exposure to
any one issuer. TSMC’s cash and cash equivalents as well as fixed
income investments in both fixed- and floating-rate securities
carry a degree of interest rate risk. The majority of TSMC’s fixed
income investments are fixed-rate securities and classified as
financial assets at fair value through other comprehensive income,
and may have their fair value adversely affected due to a rise in
interest rates, while cash and cash equivalents as well as floating-
rate securities may generate less interest income than predicted if
interest rates fall.
TSMC has 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 it relates to TSMC’s outstanding debt, all of the Company’s
short-term debt are floating-rate, hence a rise in interest rates
may incur higher interest expense than predicted; all of its long-
term debt are fixed-rate and measured at amortized cost. As
such, changes in interest rates would not affect the future cash
flows and the fair value.
Certain of TSMC’s fixed income investments and short-term
debt are primarily based on the London Interbank Offered Rate
(“LIBOR”), which is expected to be replaced by other benchmark
rate after 2021. TSMC cannot predict the consequences and
timing of these developments, and if such transition may cause a
reduction in its interest income and/or an increase in its interest
expense.
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• Foreign Exchange Volatility
The majority of TSMC’s sales are 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 operating 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 2019
results.
While the Company is subject to tax laws and regulations
in various jurisdictions in which it operates or conducts
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 tax risk, the Company 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.
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 or 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
In 2019 and as of the date of this annual report, inflation did not
have a material impact on TSMC’s operations, or the business
operations of its customers and suppliers.
• 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.
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 its 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
In 2019 and as of the date of this annual report, TSMC did not
make high-risk or highly leveraged financial investments.
Since 2014, TSMC has provided a guarantee no more than
US$83.21 million to TSMC North America, a wholly-owned
subsidiary of TSMC, for its obligation to an office leasing
contract. Since 2020, TSMC Japan Limited has provided a
guarantee no more than JPY1,320 million to TSMC Design
Technology Japan, Inc., a wholly-owned subsidiary of TSMC, for
its obligation to an office leasing contract.
As of February 29, 2020, there were RMB 4.8 billion and
US$86 million in intercompany loans between the Company’s
subsidiaries, and US$1 billion in intercompany loans between the
Company and its subsidiary, which were all in compliance with
relevant rules and regulations.
All financial transactions of a derivative nature that TSMC entered
into in 2019 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 10, and Note 32 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
“Procedures for Financial Derivatives 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 tangible
assets, right-of-use 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 unable
to estimate the extent or timing of any impairment charge
for future years. Any impairment charge required may have a
material adverse effect on the Company’s net income.
The determination of an impairment charge at any given time
is based significantly on the projected results of 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. See “Note 5.” CRITICAL ACCOUNTING JUDGMENTS
AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY” in
Annual Report section (II), Financial Statements for a discussion
of how TSMC assesses if an impairment charge is required and, if
so, how the amount is determined.
6.3.5 Hazardous Risks and Utility Supply Interruption
or Shortage Risks
The frequency and severity of disruptive events, including
damaging earthquakes, natural disasters and severe weather
has been increasing in part due to climate change or systemic
regional geological changes. 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, which in turn 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, areas susceptible to earthquakes, tsunamis, flooding,
typhoons, and droughts from time to time that may cause
shortages in electricity or water or interruptions to the Company’s
operations.
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 cause
the loss of important customers and thereby have an adverse and
material impact on its operational and financial performance.
TSMC has occasionally suffered power outages in Taiwan caused
by difficulties encountered by its electricity supplier, the Taiwan
Power Company, or other power consumers on the same power
grid. Some of these have resulted in interruptions to TSMC
operations. Such shortages or interruptions in electricity supply
could further be exacerbated by changes in the energy policy of
the government, which intends to 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 fill customers’ orders would be
severely jeopardized.
The recent COVID-19 pandemic may materially adversely
affect TSMC business and results of operations in several ways,
including but not limited to: (1) interruption of the operations
of global semiconductor supply chains and those of TSMC’s
suppliers, including those in Asia, Europe and North America;
(2) downward pressure on TSMC global customer demand; and
(3) potential production delays for TSMC products due to forced
factory or office closures or partial operation. The Company has
instituted various measures, including disinfection routines, self-
quarantine, mandatory hygienic practices and segregated work
teams. However, given the uncertainty surrounding the COVID-19
pandemic, the Company cannot predict that such measures
will limit the spread of the virus in the Company’s workplace
or whether its operations would be materially disrupted by the
pandemic. As of the date of this annual report, TSMC’s current
business and results of operations have not been materially affected
by the pandemic. However, depending on unfolding developments
of the pandemic, the Company could face various risks, including
those identified here and others. As the pandemic is still ongoing
and may worsen, there is significant uncertainty surrounding
its developments and impacts, including whether the current
epidemic or continued spread of COVID-19 will cause an economic
slowdown or a global recession, and TSMC cannot predict at this
time the impact it will have on its business or results of operations.
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The recent COVID-19 pandemic has caused TSMC to modify
its business practices, including but not limited to health
management of employees, customers and suppliers,
management of production inventory, and supply chain risk
management. TSMC has formed an “Epidemic Prevention
Committee” to identify, implement and monitor such actions as
required by the dynamic exigencies arising from the pandemic.
There is no certainty that such measures and others will be
sufficient to mitigate the risks posed by COVID-19, and TSMC’s
ability to perform critical functions could be materially adversely
affected.
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 cope effectively with emergencies and natural disasters,
management at each facility 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 ISO 45001 or
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. New fabs will also attain the
above certifications within 18 months after acquiring factory
registration certification.
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 an 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 reviews its
business continuity plans and revise it according to exercise
results and implementation.
In response to the impact of the earthquake that occurred in
Taiwan, TSMC continued to improve its earthquake emergency
response, tool anchorage and seismic isolation facilities, and
readiness for tool salvage and production recovery. These
improvements have also been integrated into new fab design.
TSMC business continuity procedures were further enhanced
through the compliance with ISO 22301.
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
leading to the loss of important sales and customers and as a
negative 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 Regarding Non-Compliance with Export
Control, Environmental and Climate Related
Laws, Regulations and Accords, and Failure to
Timely Obtain Requisite Approvals Necessary for
Conducting Business
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 or export 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;
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 29, 2020, 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 single 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 14 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. 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
In 2019 and as of the date of this annual report, TSMC’s
management was not aware of any other risk that could impart
a potentially material impact on the financial status of the
Company.
• 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
• damages 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 its 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. For TSMC’s climate change related risks
and control measures, see the Climate Change and Energy
Management section under 7.2.1 Environmental Protection on
page 119 of this annual report.
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
As the world’s largest dedicated semiconductor foundry, TSMC has not only strived for the highest achievements in its core business of dedicated
IC foundry services but has also actively sought to fulfill its corporate social responsibility (CSR). In this regard, TSMC focuses on three primary
missions: integrity, strengthening environmental protection and caring for the disadvantaged. And in so doing the Company collaborates with all
stakeholders – employees, shareholders, customers, suppliers, and community – to drive continuous positive change for society.
Guidance for the Implementation of CSR
Following its vision of uplifting society, TSMC Corporate Social Responsibility Policy is the Company’s overall guide for sustainable
development. The CSR matrix 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 implement 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
V
V
CSR Management
In compliance with the vision and missions of TSMC Corporate Social Responsibility Policy, in 2019 TSMC further established the
Corporate Social Responsibility Executive Committee as the highest-level CSR decision-making center within the Company to align more
closely with international sustainability trends. TSMC’s Chairman chairs the CSR Executive Committee, and the Chairperson of the CSR
Committee serves as Executive Secretary. Together with senior executives from a wide variety of functions, they survey the Company’s
core operating capabilities, set the medium- to long-term strategic direction for CSR, and draft the blueprint to link the Company’s
core competencies with the UN sustainable development goals (SDGs). The existing CSR Committee serves as a cross-departmental
communication platform. Through quarterly meetings and issue-based discussions by cross-organizational teams, the committee
members jointly set the Company’s CSR strategies and key issues for the year, draft CSR-related budgets for their organizations and
coordinate resource deployment, as well as plan and carry out annual projects. The Committee achieves sustainability objectives of
interest to all stakeholders and ensures CSR strategies are implemented effectively in the Company’s daily operations.
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The Chairperson of the CSR Committee reports annually to the Board of Directors on implementation results of the prior year and the
work planned for the upcoming year. In 2019, TSMC focused on strengthening green manufacturing performance to develop various
resource renewal technologies, apply circular economy, and undertake renewable energy adoption. To build a sustainable supply chain,
the Company performed supplier risk assessments and implemented a signed supplier code of conduct. To have a positive social impact,
the TSMC Education and Culture Foundation and the TSMC Charity Foundation also actively support and promote youth development,
culture and art, and care for the disadvantaged.
The Company’s CSR plans for 2020 focus on further promotion of green manufacturing by driving circular economics and renewable
energy adoption and by building a responsible green supply chain through strengthening human rights, environmental protection
and sustainable development among upstream and downstream suppliers. TSMC spares no effort to perform its corporate social
responsibility and aspires to be an uplifting force for the society.
Stakeholder Engagement
TSMC respects shareholder rights. In order to understand the level of stakeholder interest in sustainability issues, TSMC uses multiple
systematic channels to communicate with stakeholders, including the “Contact Us” section of the corporate website, the CSR website
and the CSR mailbox, as well as the Irregular Business Conduct Reporting System. TSMC has conducted three studies focused on
identification, prioritization and validation with regard to these issues.
In 2019, the TSMC Corporate Social Responsibility mailbox received 371 valid emails on subjects ranging from corporate governance,
innovation and services, to supply chain, green manufacturing, workplace, and social issues. Submissions were primarily regarding
requests for visits, inquiries on operations, opinion and feedback from the public, and proposals for donations and collaborations.
TSMC responded through direct action from related departments and timely replies from the public relations department, supporting
communication with the public as well as positive development in society.
Stakeholders and Communication Channels in 2019
Stakeholders
Employees
Shareholders/Investors
Customers
Suppliers
Communication Channels
• Communications and working meetings throughout all levels and all units of the Company
• 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
• The biennial “Employee Opinion Survey on Company Core Values”
• Annual general meeting of shareholders
• Quarterly earnings conference call
• Investor conferences and face-to-face meetings
• Telephone calls and emails
• Annual reports, CSR reports, 20-F filings to US SEC, material announcements to Taiwan Stock Exchange, and corporate press releases on the Company's
website
• Customer satisfaction survey
• Customer meetings
• Customer audits
• Business and technology assessment
• Email responses to the issues that customers are concerned
• Supplier meetings
• Supplier onsite audits
• Supply Chain Management Forum
• Supply Chain ESH Forum
• Supplier Ethics and Code of Conduct Promotion
• On-site consult and audit
• Advanced Process Material Workshop
• Supplier self-assessment questionnaire and Supplier Survey on Ethics
Stakeholders
Government
Society
Communication Channels
• 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
• Project collaboration and visits
• 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
• “Sending Love” charity platform
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
Customer Service
Customer service and satisfaction, customer trust, customer confidentiality, RBA and its code of conduct
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
Stakeholders
Employees
Government
Society (Note)
Customers
Suppliers
Customers
Suppliers
Employees
Customers
Suppliers
Employees
Investors
Customers
Suppliers
Government
Society
Employees
Investors
Customers
Suppliers
Government
Investor Relations
Resolving issues of stakeholder concern, establishing trusting long-term relationships, effective two-way communication, annual report production
Investors
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
Customers
Investors
Suppliers
Employees
Investors
Customers
Suppliers
Government
Society
Employees
Society
Society
(Continued)
Note: Society includes community, non-governmental organizations, non-profit organizations and the public.
Public Relations
Stakeholder engagement, mechanism for reflecting issues of social concern, media relations
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TSMC believes that technological progress and corporate growth are only meaningful in a sustainable society and environment. As the
only semiconductor company chosen for the Dow Jones Sustainability World Indices over the past 19 consecutive years, TSMC is clearly
committed to “responsible operations,” and actively creates sustainable values in the economy, the environment and society for its
stakeholders.
As the world’s largest dedicated IC foundry, TSMC is aware 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. Through a reciprocal commitment between the Company and its employees,
TSMC carries out its core values -Integrity, Commitment, Innovation, and Customer Trust, and exerts its influence as an industry leader
in encouraging suppliers to devote more resources to better operations, greener factories and a more responsible supply chain. TSMC
combines the strengths that drive society forward and hopes to build a future of common good together with the engagement of all
stakeholders.
2019 CSR Awards, Recognitions and Ratings
Category
Overall CSR
Organization
Awards and Recognitions
Dow Jones Sustainability Indices (DJSI)
• Dow Jones Sustainability World Index for the 19th consecutive year
• Dow Jones Sustainability Emerging Markets Index
MSCI ESG Indexes
ISS ESG
Corporate Knights
CommonWealth Magazine
Taiwan Institute of Sustainable Energy
Economy, Governance
Institutional Investor Magazine
• MSCI ACWI ESG Leaders Index component
• MSCI ESG Research – AA Ratings
• MSCI ACWI SRI Index component
• “Prime” rated by ISS ESG Corporate Rating
• Global 100 Most Sustainable Corporations
• Corporate Social Responsibility Award – Large cap –1st Place
• The Most Prestigious Sustainability Awards – Top Ten Domestic Corporates
• Taiwan Top 50 Corporate Responsibility Report Awards – IT & IC Manufacturing – Platinum Award
• Industry Sustainable Water Management Awards
• Climate Leadership Awards
• Circular Economy Leadership Award
• Most Honored Company (Technology/Semiconductors) – All-Asia
• Best ESG/SRI Metrics (Technology/Semiconductor) – 1st Place (buy-side and sell-side) – All-Asia
• Best Corporate Governance (Technology/Semiconductor) – 1st Place (buy-side and sell-side) – 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 CFO (Technology/Semiconductor) – 1st Place (buy-side and sell-side) – All-Asia
• Best CFO (Technology/Semiconductor) – 1st Place (buy-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 Professional (Technology/Semiconductor) – 1st Place (buy-side and sell-side) – All-Asia
IFI Claims
Forbes
FORTUNE
Nikkei Asian Review
• 2019 Top 50 US Patent Assignees
• Top Regarded Companies
• Asia's Best over a Billion
• Top 100 Digital Companies
• Global 2000
• Fortune Global 500
• Asia 300 Power Performers
Germany Federal Office for Information Security
• Common Criteria, ISO/IEC 15408- EAL6 Site Certification – Fab 14B
Business Today
Taiwan Stock Exchange
R.O.C. Ministry of Economic Affairs Intellectual Property Office
PricewaterhouseCoopers
Ministry of Finance
Corporate Synergy Development Center
• Top 1,000 Enterprises in Taiwan, Hong Kong and Mainland China
• Top 5% in Corporate Governance Evaluation of Listed Companies for the 5th consecutive year
• Ranked No. 1 in Top 100 Patent Applicants in Taiwan for the 4th consecutive year
• Global Top 100 Companies by market capitalization for the 7th consecutive year
• Outstanding Business Entity Award
• Taiwan Continuous Improvement Award – Gold Tower Award – Advanced Packaging Technology and Service,
Intelligent Manufacturing Center, Fab 14A, Fab 10 Fab 8
• Taiwan Continuous Improvement Award – Silver Tower Award – Fab12A
• Taiwan Continuous Improvement Award – Best Improvement Innovation Award – Fab 14A, Fab 10
(Continued)
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 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 P6 Manufacturing Facility
R.O.C. Ministry of Economic Affairs
• Excellence in Carbon Reduction Award – Fab 5, Fab 15A
R.O.C. Sports Administration, Ministry of Education
• Taiwan iSports – Certificate of Corporate Wellness
Society
FORTUNE
Cheers
Forbes
R.O.C. Ministry of Culture
• 2019 World's Most Admired Companies
• Top 10 Most Admired Companies to Young Generations
• World's Best Employers
• The 14th Arts and Business Awards – Gold Award
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 align to
internationally recognized practices. TSMC’s ESH policies aim to achieve “zero incident” and “environmental sustainability”, and to make
TSMC a world-class company in environmental, safety and health management. The Company’s strategies for attaining 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 been TOSHMS (Taiwan
Occupational Safety and Health Management System) certified since 2009. The International Organization for Standardization (ISO)
released the final version of ISO 45001:2018 to replace OHSAS 18001 in March 2018. All TSMC fabs in Taiwan received ISO 45001:
2018 certification in August 2019. All TSMC subsidiaries plan to obtain certification in 2020.
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 requirements for the management of hazardous materials, TSMC has 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 International 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 has started a project for reducing usage of hazardous substance
N-methylpyrrolidinone (NMP) since 2016. In 2019, the project reduced NMP usage by 38%, and we will keep promoting further
reduction.
Since 2011, TSMC has adopted the ISO 50001 Energy Management System for the continuous improvement in energy conservation. In
2019, all TSMC fabs in Taiwan received ISO 50001 Energy Management System certification, and we expect TSMC overseas subsidiaries
to receive the certification by 2020.
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Aiming to establish the healthiest workplace, in 2017 TSMC formed a corporate-level health promotion committee led by managers
with vice president level. The committee members include site directors, managers of safety and health department, and representatives
from wellness, HR and legal affairs divisions. We also have invited external experts to discuss the potential risks of occupational diseases
in the semiconductor manufacturing process, and have developed prevention plans for such diseases. 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, physical and mental health.
7.2.1 Environmental Protection
Climate Change and Energy Management
• Task Force on Climate-related Financial Disclosures (TCFD)
Given that climate change could potentially affect operations and pose financial risk, in 2018 TSMC began adopting the
recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) released by the Financial Stability Board (FSB) to
identify risk and opportunities, and we established metrics and target management based on the identification results.
To mitigate the supply chain risk and fulfill corporate social responsibility, TSMC not only follows ESH best practices internally but also
strives to improve ESH performance of the Company’s suppliers and contractors through audits and counselling.
Management structure of TSMC climate-related risk and opportunity
TSMC uses priority work management and self-management to govern works performed by contractors. The Company requires
contractors performing level-one high-risk operations to complete certification for technicians and to establish their own ISO 45001 or
OHSAS 18001 safety and health management system. The promotion of self-management aims at improving 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 the training courses for safety and health, while increasing the frequency of
such courses, to improve training effectiveness and safety awareness. To ensure our safety protocols are accurately delivered to our
contractors on a timely manner, TSMC has established a digital platform for mutual communications, so that on-site operational risks
can be mitigated.
TSMC collaborates with suppliers to improve the sustainability of the Company’s supply chain regarding ESH-related issues, such as
environmental protection, compliance of safety and hygiene codes, hazardous substance management, fire protection, and mitigation
of natural disaster. The Company not only performs ESH audits at its suppliers’ manufacturing sites, but also proactively assists them to
improve 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’ performances in pollution control and safety management have 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.
Category
Governance
Management Actions
• Board of Directors periodically reviews climate change risk, opportunity and green manufacturing
- The senior vice president of materials management and risk management makes annual reports to the Board of Directors on corporate risk and control measures
including climate change risks
- Corporate Social Responsibility (CSR) Executive Committee briefs the Board of Directors on green manufacturing targets and status of achievement semi-annually
• CSR Executive Committee led by Chairman is the Company's top organization that deals with climate change management. The committee oversees TSMC
climate change strategy and targets every half year and responds the Sustainable Development Goals through aggressive actions
• The CSR committee follows the strategy and targets to review mitigation of climate change quarterly and briefs to the Board of Directors on results of climate
change-related measures directly
• The Energy and Carbon Reduction Committee is the organization for the implement and management on climate change risk and opportunity in TSMC. It is
co-led by the senior vice presidents of Fab operations and senior vice presidents of materials management and risk management. This committee develops
management plans, reviews the execution status and discusses future plans on a quarterly basis
Strategy
• Adopting Recommendations of the Task Force on Climate related Financial Disclosures to discuss and identify Climate risk and opportunity, which is divided into
short term (less than 3 years), medium term (3 to 5 years), and long term (greater than 5 years) based on internal target management periods
• Focusing the identified major risks and opportunities to evaluate potentials impact of Company operation, strategy and finance
• Adopting the 2°C scenario defined by Intergovernmental Panel on Climate Change (IPCC) to analyze climate resilience of production lines
• Adopting the scenario of Science Based Targets (SBT) to evaluate the financial impact to company and develop responding countermeasures in response to
international carbon reduction trend
Risk Management
• Using the TCFD framework to identify climate change risks and hosting workshops to reach a consensus approved by senior management, also bring into
mechanism of climate change management
• Following the risk identification and ranking on climate change to develop relevant responding projects
• Bringing identification and evaluation result of climate-related risk into enterprise risk management (ERM) for integration and creating action plans
Metrics and targets
• Defining the performance index of unit product of total greenhouse gas emissions, procurement amount of renewable energy and accumulated energy
consumption and production interruption time and managing the responding actions of climate change
• Conducting inventory of scope 1, 2 and 3 emission data annually according to ISO 14064-1 and evaluating the risks of scope 1, 2 and 3 and risk reduction
strategies after passing external verification
• TSMC sets up the targets of risk and opportunity in the year of 2030 according to the performance index on climate change. CSR committee and Energy and
Carbon Reduction Committee review implementation actions and performance of climate change targets
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Financial Impact Analysis of Climate Risks and Opportunities
Climate Risks
Potential Financial Impact
Climate Opportunities
Potential Financial Impact
2019 Actions
GHG emissions cap and
carbon trading system
Restriction on capacity expansion,
increase in operation costs
GHG voluntary reduction
commitments
Unstable utility supply
Increased cost of installation for
carbon reduction facilities and
operating costs
Impact on production, increase in
operating costs
Participation in renewable
energy plans
Participation in carbon
trading market
Win public recognition /
cooperation
Early purchases of renewable
energy, successfully increasing
production capacity
• Look for and purchase more renewable energy in Taiwan
continuously
• Purchased 910 GWh in renewable energy, renewable energy
certificates (REC), and carbon credit
Accumulate carbon credits in
preparation for future production
expansion
• Applied for Fluorinated-Greenhouse Gas and Dinitrogen
Monoxide reduction offset project reward
Construct green buildings
Lower utility costs
• Applied and received 4 green building certifications
Increase efficiency of water
consumption and water
recycling
Strengthen climate resilience,
lower the impact of disasters on
production
• Built new fabs (Fab 18 Pahse 2, Fab 15 Phase 7B, and Fab 6 Phase 2)
while maintaining a water recycling rate higher than 85% design
Cost of developing low
carbon energy saving
products
Impact on the Company's
image
Increased cost of developing low-
carbon energy saving products
Develop or increase energy-
saving products or services
Satisfy customer demands for
energy saving products, increase in
revenue
• Invest in the development of energy-saving products
Unable to satisfy the expectations
of stakeholders, impacting the
Company's reputation or image
Increase investors'
willingness to make long-
term investments
Stabilize stakeholder structure,
lower the risk of substantial
fluctuations in stock prices
• Boost green production
Typhoon, Flood
Drought
Production is affected, causing
financial losses and a decrease in
revenue
Increase resilience against
natural disasters
Strengthen climate resilience, lower
risk of operations disruption, and
reduce potential losses
• Raised the building base of Fab 18 Phase2 two meters higher
• Fab 18 Phase2 is committed to using and developing
renewable water
• Established a comprehensive water monitoring system
Rising Temperatures
Increase in energy consumption,
cost, and carbon emissions
Driving low-carbon green
manufacturing
Save energy and cut cost
• Conserved 300 GWh of electricity through energy-saving projects
Greenhouse Gas (GHG) Emission Reduction and Energy Management
TSMC actively participates in the World Semiconductor Council (WSC) in its efforts to establish a global voluntary PFC (perfluorinated
compounds) emissions reduction goal for the decade of 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
gas 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
support the Company’s sustainable operations and mitigate climate-change risk.
Since 2005, TSMC has completed the GHG (Greenhouse Gas) 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’s “Greenhouse Gas Reduction
and Management Act” promulgated in 2015, TSMC initiated a cross-functional platform for corporate carbon management in 2016.
The three areas of focus 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 presidents 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 75%
of TSMC’s GHG emissions come from electricity consumption, TSMC always emphasizes energy conservation and carbon reduction
initiatives. TSMC has not only implemented 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 1.2 billion kilowatt hours (kWh) power conservation since 2016.
From 2015 to 2017, TSMC actively participated in the Republic
of China Ministry of Economic Affairs’ voluntary green power
purchasing program for three consecutive years and became
the largest 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. Targeting a long-term
commitment of 100% renewable energy for the Company, TSMC
is first committed to achieving a target of 25% renewable energy
for fabs and 100% renewable energy for non-fab facilities by
2030. Since 2018, the overseas manufacturing fabs and offices
have purchased renewable energy, REC and carbon credits to
offset all carbon emissions caused by power consumption. All
TSMC overseas sites achieved zero carbon emission of electricity
consumption in 2019 again. Although development of renewable
energy in Taiwan is at budding stage, TSMC established a
renewable energy task force and continued to communicate
with government closely through Association of Science Park
Industries and Taiwan Semiconductor Industry Association. We
gave some recommendations to government and hoped that the
collaboration could speed up renewable energy development in
Taiwan for instance, our recommendations included expanding
the development of offshore wind power and increasing supply
of renewable energy trading platform. TSMC also continued to
find renewable energy. There are around 700MW of renewable
energy under business negotiation currently. The renewable
energy will be provided to TSMC gradually after related business
process being completed. This is a clear manifestation of the
Company’s active support of the United Nations Sustainable
Development Goals (SDGs).
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. The Company 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 using partially reclaimed
water in newly constructed fabs in the future in order to further
reuse water resource and support the government policy and
promotion for reclaimed water.
To continue enhancing water resource management, TSMC
has adopted and followed the AWS Standard, the world’s only
sustainable water management standard. Early in 2019, Fab
6 and Fab 14 Phase 5/6/7 served as demonstration factories
receiving AWS certification in December 2019 and making TSMC
the first semiconductor enterprise to receive AWS platinum level
certification in the world.
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: process waste reduction,
onsite regeneration and reuse, and 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, the Company 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. The Company
performs regular onsite audits to check factory status and review
the reported data with actual reuse and recycling data to assure
that the recycled product is flowing downstream properly. TSMC
checks their licenses and on-site operational statuses, and also
takes proactive steps to strengthen vendor auditing effectiveness.
For example, all waste transportation contractors have been
asked and agreed to join the GPS Satellite Fleet so that 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 waste handling. Meanwhile, TSMC
also conducts an ongoing survey of recycled product tracking,
actions taken to ensure lawful and proper waste recycling and
treatment.
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In 2019, TSMC’s fabs in Taiwan achieved a 95% waste recycling rate for the tenth consecutive year, with a landfill rate below 1%, also
for the tenth consecutive year. In 2017, 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 convert waste resources produced from processing activities into products to be used onsite or to sell to other factories. As
a result, TSMC has become a leader in waste resources regeneration. In 2019, the Company 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 built the first ammonium sulfate drying system, which 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 the data 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 2019, the total benefits of environmental protection programs of TSMC fabs including waste recycling were
more than NT$1,496 million.
2019 Environmental Cost of TSMC Fabs in Taiwan
Unit: NT$ 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
5,592,000
-
1,994,000
285,000
9,810,000
1,653,000
-
323,000
-
-
7,871,000
11,786,000
2019 Environmental Efficiency of TSMC Fabs in Taiwan
Unit: NT$ thousands
Category
Description
1. Cost Savings of Environmental Protection Projects
Energy savings
Water savings
Waste reduction
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
122
Efficiency
752,500
40,875
309,000
394,600
1,496,975
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. TSMC has also
continued to upgrade existing office buildings to comply with
the LEED standard each year. From 2008 to 2019, 32 of TSMC’s
fabs and office buildings have achieved LEED certifications –
three platinum and 29 gold. Meanwhile, TSMC also received
five Taiwan Intelligent Building diamond-class certifications and
23 Taiwan EEWH (ecology, energy saving, waste reduction and
health) certifications – 20 diamond, two gold and one 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 shares its practical experience with industry for free,
government and academia. As of the end of 2019, 14,557
visitors from more than 353 different industrial, government,
academic and general community groups had contacted TSMC
to have communication for the Company’s green building
technology and practical experience. Since 2009, TSMC has
led the industry in support of the Taiwan government’s Green
Factory Label standard, which includes the 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 2019, and was the most awarded
company in Taiwan.
Environmental Audit Results in Violation of
Environmental Regulations
In 2019 and as of the date of this annual report, the Company
has had no violations of environmental regulations recorded by
governmental authorities.
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. 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 in 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 make significant contributions 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 16nm and newer generation
technologies, combined wafer revenue contribution grew
significantly from 4% in 2015 to 50% in 2019. TSMC’s
objective is to continue R&D investment and to increase wafer
revenue contribution in 16nm and beyond technologies,
helping the Company achieve both profitable growth and
sustainability.
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TSMC Wafer Revenue Contribution from 16nm and
2. Provide Customers Leading Power Management IC
Beyond Technologies
2015
4%
2016
21%
2017
31%
2018
41%
2019
50%
Chip Die Size Cross-Technology Comparison
Die size shrinks as line width shrinks
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 2019, more than 2.9 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
2015
2016
2017
2018
2019
>2,000K
>2,100K
>2,500K
>2,600K
>2,900K
1
0.48
0.25
0.11
0.063
0.047
0.035
3. Drive Industry-leading, Comprehensive Ultra-low
55nm
40nm
28nm
16FFC/
12FFC
10nm
7nm
5nm
Power (ULP) Technology Platform
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 saved as line width shrinks
• 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 most 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 2019, TSMC continued
to develop 12nm ULL technology to enable more advanced IoT
products, including IoT WiFi and BLE (Bluetooth low energy)
connectivity products.
4. Develop Greener Manufacturing to Lower Energy
1
0.6
0.3
0.07
0.056
0.034
0.022
Consumption
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.
• 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 chips smaller for the same circuit designs
and lowering the energy and raw materials consumed
for per chip 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 2019 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 accelerates
innovations for IC 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. While these mobile devices offer remarkable
convenience to human lives, TSMC contributes significant
value to these devices in the following ways: (1) new TSMC
process technologies help chips achieve faster computing
speed in smaller sizes, 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/5G and WLAN/Bluetooth, meaning
people can communicate more efficiently and “work anytime
and anywhere,” significantly increasing the mobility of modern
society. In 2019, smartphone products represented about 49%
of TSMC wafer revenue.
TSMC Wafer Revenue Contribution from Smartphone
Products
2017
52%
2018
45%
2019
49%
2. Unleash Customers’ CIS and MEMS (micro-
electromechanical systems) Innovations that Enhance
Human Health and Safety
• To make all machines smarter, safer and more user and
environmentally friendly, sensors are a must. Optical, acoustic,
motion, and environment sensors are mostly made with either
CIS or MEMS technologies. TSMC continues to put substantial
effort into developing new CIS and MEMS technologies
to enable customers to innovate new products for new
applications. For CIS, TSMC and customers have extended
applications from traditional RGB (red, green, blue) sensing
to 3D depth sensing, optical fingerprint, and NIR machine
vision, etc. For MEMS, TSMC and customers have extended
applications from traditional motion sensing to microphone,
bio-sensing, medical ultrasound actuators and more. TSMC
CIS and MEMS technologies have made consumer electronics,
mobile communication, automotive electronics, industrial,
and medical devices smaller, faster, and more energy efficient,
greatly enhancing 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 compliant with local
and international standards 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 since 2009. In 2018, the International Organization
for Standardization released ISO 45001:2018, replacing OHSAS
18001, with major changes in the expansion of the scope,
support and participation of the leadership, collection and
planning of internal and external issues, expectation and demand
of stakeholders, evaluation of risk inspection, communication
and consultation of non-managers, application of performance
indicator, and evaluation of corrective and preventive action.
Meanwhile, ISO 45001 ensures the spirit of the system can
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be effectively implemented at the management level through
internal audit, automatic check, and security patrol. All fabs in
Taiwan received ISO 45001 certification for occupational health
and safety in 2019 and subsidiaries will begin the certification
process in 2020.
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 the community and the environment. TSMC
communicates regularly with suppliers to ensure that potential
risk in the operation of production equipment is minimized and
that safety control procedures are followed rigorously during
installation. 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
The Company’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 the following:
• 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, the Company 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 increasingly diversified process tools and
introduces new chemicals in the R&D stage. Before using new
tools or 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 damage 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. The Company
also educates and requires employees to use personal protective
equipment (PPE) to prevent hazardous exposures.
The Company 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, TSMC has
performed exposure assessments and has used hierarchy
management control for chemicals with potential health
hazards. If abnormal measurements occur, 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:
inform suppliers that all materials they provide to TSMC must
comply with applicable laws including clear disclosure of any
hazardous substances. Sampling raw materials used in the
manufacturing process to confirm that they do not contain
any carcinogenic, mutagenic or toxic-reproductive materials
as claimed in supplier’s safety data sheet (SDS).
• 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 also 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). Since 2018, TSMC has conducted complex accident
emergency response drills, which include simultaneous scenarios
for earthquake, fire and chemical spill. In 2019, we completed
108 scenarios to ensure rapid response to emergencies so that
losses can be minimized in occasions of real disasters.
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, the H1N1 influenza outbreak in 2009, MERS
in 2015) and the current threat, COVID-19. TSMC abided by
CDC’s (Taiwan Centers for Disease Control) rules and 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 is 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 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 2019, through planned personal health management, (1) 617
female employees participated in the maternal health program,
the completion rate was 100%. 615 of them were at the first
degree risk (there was no harm to the mother, infant, and baby).
Two employees were classified as second degree risk (possible
harm to the mother, infant, and baby) at the first assessment;
after proper adjustments to their works, they were reclassified
as the first degree after doctor’s re-assessment. (2) By analyzing
historical cerebral and cardiovascular cases of our employees, we
modified disease assessment criteria with contracted doctors,
and, combining internal annual health examination reports, as
well as working hour’s information, we were able to identify
1,330 employees that have middle to high risk for cerebral
and cardiovascular diseases. These employees were provided
with health education and medical assistance. Also, alone with
their managers, they would receive suggested working hours
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information in order to reduce disease risk. (3) 116 employees
were in a high risk group for cumulative trauma disorders.
Among them, one could have job-related risks. The Company has
adjusted their job conditions to avoid possible risks. (4) As obesity
has been considered as a precursor of diabetes, hyperlipidemia
and hypertension, for seven consecutive years, TSMC has held
weight-control program, which has been extended to 6 months
from 3 months in 2019 in order to assist employees to cultivate
their habits. A total of 1,250 employees have joined the program,
and 450 of them stayed until the end, with total weight loss of
3,028 kilograms. Employees who had joined the program showed
improvements in weight, waist circumference, cholesterol levels,
blood sugar, blood pressure, and liver function. (5) We also
conducted a lecture of “Medication Safety of Chinese Medicine”
with total 112 participants.
7.2.4 Supplier Management
Management Aspect
As a means of enhancing supply chain management, TSMC
is committed to communicating with and encouraging its
suppliers (including contractors) to improve their quality,
cost effectiveness, delivery performance, and continuous
improvement on environmental protection, safety and health.
Through regular communication with senior managers, site
audits and experience sharing, the Company 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 ISO 45001 or OHSAS 18001 systems and the
workers must successfully complete work-related skill training.
All contractors performing high-risk activities must get the
certification of ISO 45001 before the end of 2021.
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 implementation
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, the Company is committed to collaborating
with its suppliers to maintain full compliance with Taiwan’s
environment, safety, health and fire protection regulations. 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 impact on the economy, the environment, and
society and to make continuous improvement. The Company has
lifted 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 believes in that
education cultivates talents of the future while the talents
determine the future of a nation. Therefore, in 2019 the
Foundation provided more than NTD 96 million for multiple
educational projects to help people develop various talents. Such
projects will empower youth, create an educational platform and
promote fine arts and literature. The Foundation aims to nurture
and cultivate more talents of the future and provide motivational
power for the common good of society.
Supporting the Younger Generation, Creating
Sustainable Built Environments
The TSMC Education and Culture Foundation has long supported
young people in the community. Since 2016, the Foundation
has organized “TSMC Youth Dream Building Project,” which
helps young people realize their dreams and provides various
resources such as professional skills training and publicity. With
these efforts, the Foundation hopes to guide the young to
explore their own potentials and boldly pursue their dreams.
At the same time, having set up the “topical project,” “TSMC
Youth Dream Building Project” encourages young students to
push the envelope, broaden the horizons of their dreams, and
become more aware of social issues. The topic for 2019 “TSMC
Youth Dream Building Project” is “Formulating a Waste-less
City,” guiding students to focus on environmental issues such
as wasted resources. Nearly 100 teams from universities and
colleges in the Taoyuan, Hsinchu and Maoli area and in the
greater Tainan area enrolled in the competition, contending
for the NTD 3 million prize money. In the competition, a great
number of the teams proposed solutions to the environmental
issues with innovation, energy and courage.
Apart from “TSMC Youth Dream Building Project,” the
Foundation also participated in the ATCC Case Competition for
the first time. In 2019 competition attracted 540 teams from
various colleges, whose innovative proposals encompassed
solutions to social issues at all levels. Throughout the three
months of the entire ATCC Case Competition process, the
Foundation accompanied the youth each step of the way by
offering opportunities for the students to visit TSMC corporate
headquarters, organizing workshops, and introducing business
mentors to the students – all to inspire creativity through a
concerted effort. One of the Foundation’s sponsored teams,
Team Package Plus, led by Allen Yeh from the graduate school
of the Department of International Business, National Chengchi
University, won second place in the national competition for
innovative, environmentally-friendly packaging and unique
business model to reduce the environmental impact made by
the online shopping trend. Allen Yeh went even further to found
a social enterprise to drive further positive social change by
implementing their innovation and ideals.
Paying Attention to the Development in Education and
Building an Education Platform
In response to the implementation of the new 12-year
Curriculum for Basic Education (2019 National Curriculum
Guidance) in Taiwan, the Foundation initiated a “New
Curriculum: Safeguards to Protect Technology” report on the
topic in collaboration with the United Daily News Group. This
new series of reports investigates the impact brought on by
the new curriculum. At the same time, the company offered an
industrial perspective, thereby stimulating a dialogue between
the educational system and the tech industries. Such a dialogue
draws the public’s attention and generates more discussions on
this issue.
In addition to its emphasis on the development of educational
system, the Foundation organizes events in the humanities
and the sciences, builds a platform for exchanging ideas and
provides students extracurricular opportunities to develop
diverse interests, thereby broadening their horizons and
exploring their potential. For the humanities, the Foundation
has been holding TSMC Youth Literature Award since 2004
and TSMC Youth Calligraphy and Seal-Carving Competition
since 2008 respectively. The two awards continue to encourage
young people to demonstrate creativity in both literature and
calligraphy and have become important cradles for nurturing
domestic arts and literary talents. The number of applicants
competing in the novella category of the year’s TSMC Literature
Award, with its global reach on the Chinese-writing scene, has
hit a record high in 2019 as a total of 150 pieces of manuscripts
were submitted in competition for the NTD one million prize
money.
When it comes to science education, the Foundation has long
funded the three major science camps for gifted and talented
students in Taiwan: Wu Chien-Shiung Science Camp, Wu Ta-
You Science Camp, and Madame Curie Chemistry Camp. These
science camps have long nurtured talented youth in basic
sciences for the nation. In 2019 “TSMC Cup – Competition of
Scientific Short Talk” set the agenda on “gene editing“. The
competition hopes to trigger high school students’ interests in
sciences through media such as popular science books and films.
It also encourages cross-disciplinary collaboration, publicizes and
deepens the understanding of sciences among the public.
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Furthermore, the Foundation has long cared for the educationally
underprivileged. In 2019 the Foundation increased the number
of low income student scholarships, as grants for National
Cheng Kung University, National Sun Yat-sen University and
National Chung Cheng University were added to the original
National Tsing Hua University and National Central University
grants. The scholarships open doors to the higher education
for more students from low-income families. At the same
time, the Foundation continues to work on the “Hope Reading
Project” with CommonWealth Foundation. The cooperation with
Junyi Academy, Teach for Taiwan Foundation (TFT) and BoYo
Social Welfare Foundation works to eliminate the educational
discrepancy between cities and rural areas through book
donation, online courses and increased good teaching resources.
Host Fine-Art Events, Promote a Beautiful and
Good Society
The Foundation is dedicated to promoting arts and culture and
continues to host beautiful artistic and cultural events, create a
stage for outstanding Taiwanese arts groups, and elevate the
spiritual life of community residents. The Foundation cherishes
the sophistication and beauty of traditional performing arts,
thereby sponsoring the tour of Pai Hsien-yung’s new Kunqu
Classic series, performing pieces such as The Story of Golden
Lotus and The Jade Hairpin. The Foundation has even brought
the traditional art form of Kunqu to the campuses, inviting 150
National Hsinchu Senior High School students and 300 college
students in the greater Taichung area to the performance.
In doing so, the traditional theater can reach out to more
young students and a wider public. More people can begin to
appreciate the beauty of traditional theater.
The theme of 2019 TSMC Hsin-Chu Arts Festival, the annual
high point of arts and cultural event in the Hsinchu community,
is “Listening to the Muse.” For the exhibition, the Foundation
organized an exquisite and special exhibition on the legacy
of the three past poet masters: Yu Kwang-chung, Luo Fu
and Chou Meng-tieh. In this exhibition, manuscripts and
items bequeathed by the poets demonstrate the joy of poetic
beauty to the public. In addition, the TSMC Hsin-Chu Arts
Festival features 61 first-class programs, such as a piano recital
by the maestro Krystian Zimerman, a recital by Japanese
virtuoso pianist Nobuyuki Tsujii, who is blind from birth, a
tour of children’s plays tailored-made for children in rural area,
GuoGuang Opera Company’ masterpiece, The Painting of 18
Lohans, a celebration for the company’s 20th anniversary. The
TSMC Hsin-Chu Arts Festival opens the door for more than
42,000 people in the community to experience the arts.
7.4 TSMC Charity Foundation
Since its establishment in 2017, the TMSC Charity Foundation
has continually focused on extending the charitable
programs and projects of its four main pillars of charity:
disadvantaged care, solitary elderly care, filial piety promotion,
and environmental protection. Under the leadership of its
chairperson, Ms. Sophie Chang, the Foundation stands at the
front lines, is attentive to social issues and events, and strives to
close the wealth disparity in society through enhancement of
educational energies in rural areas and provision of emergency
assistance, thereby giving disadvantaged families and children
from rural areas more opportunities to turn their lives around.
The Foundation has also established a social welfare platform
that gathers love from all corners of society, powers social
revolution through charitable works, and works collaboratively to
improve society.
The TMSC Charity Foundation continued to expand its scope of
service in a variety of charitable endeavors in 2019 and initiated
many new projects related to social welfare including the
following:
• Disadvantaged Care: The Foundation focused on the two
main care initiatives of “rural education” and “support for the
disadvantaged,” provided all types of assistance (including
volunteer services, building repairs, online educational
materials, off-grade foods, and other resources) to educational
institutions and children in rural areas, worked to ensure that
disadvantaged groups had equal opportunities to obtain
education, and continued to visit and provide financial aid and
daily supplies to high-risk disadvantaged families.
In 2019, the Foundation supplied tablets and educational
courses to 21 locations and organized 11 teacher
empowerment training sessions to increase the energy of
different educational institutions, hoping to enhance the
way disadvantaged children are educated, improve the
to donate off-grade foods to institutes who collaborated
with the TSMC Charity Foundation in providing care for
the disadvantaged, thus achieving its food waste reduction
and environmental conservation goals. The Foundation has
previously collaborated with food companies such as Chi Mei
Frozen Food, Hunya Foods, Laurel Corporation, Lian Hwa
Foods Corporation, Hsin Tung Yang Corporation, and Shih
Chen Foods. TSMC’s ecology volunteers continued to provide
ecology tours at the Hsinchu 12B fab plant, the Taichung
15 fab plant, the Tainan 14 fab plant, and the Tainan Jacana
Ecology Education Park, while TSMC’s professional energy-
saving volunteers assisted schools of all levels in conducting
energy-saving assessments and improvements, with service
locations covering Taipei, Hsinchu, Taichung, Tainan and
Kaohsiung.
7.5 TSMC i-Charity
Launched in 2014, the TSMC i-Charity platform is an internal
interactive website that TSMC employees can use to propose
care programs, share program results, provide responses and
suggestions, and take advantage of timely online funding
activities to give back to society.
In 2019, charitable contributions surpassed NTD 20 million, and
a total of 18,000 people participated in the “Junyi Academy”,
“Teach for Taiwan”,” Music education development program for
the Taoshan Primary School Choir”,,and ”Sending Love initiative
for the St. Camillus Center for Intellectual Disability” programs.
The TSMC i-Charity platform accumulated more than NTD 110
million in charitable donations from 2014 to 2019. TSMC will
continue to fulfill its commitments to society and encourage its
employees to care for and contribute to society in different ways.
quality of the education they receive, and also provide
resources such as building repairs and off-grade food. The
Foundation’s “Sending Love” program continued to be active,
and Foundation staff conducted on-site visits to identify
disadvantaged cases in the most need of financial support.
The living conditions of these disadvantaged families were
improved through charitable donations from both inside and
outside TSMC. As of 2019, the Foundation has assisted a total
of 128 families.
• Solitary Elderly Care: The Foundation enhanced the
health and welfare of elderly people living on their own by
collaborating with its Networking of Love partners to connect
social welfare groups and medical institutions providing care to
lonely seniors. In 2019, the Foundation helped to launch new
intelligent medical systems at the Chiu Lin Yuan senior daycare
center and the Zhubei Nursing Home to enhance medical
quality and efficacy. Current Networking of Love partners
include Taipei Veterans General Hospital, Miaoli General
Hospital, Old Five Old Foundation, Feng Yuan Hospital, China
Medical University Hospital, Lin Tseng Lien Welfare and Charity
Foundation, Taiwan Puli Care Association, Sin-Lau Hospital,
Tainan Hospital, Jianan Psychiatric Center, Mennonite Christian
Hospital and the Mennonite Social Welfare Foundation, and
Fooyin University.
• Filial Piety Promotion: The Foundation promotes and
spreads the Eastern cultural value of filial piety as part of its
efforts to reduce social risks and problems arising from ageing
societies by raising generational awareness of filial piety. In
2019, the Foundation’s filiality volunteers continued to visit
elementary schools and spread concepts relating to filial piety.
The TSMC Charity Foundation participated in the hosting of
six parent-child filiality workshops, where parents and their
children were brought closer together through interactive
activities, which in turn helped to initiate cross-generational
dialogue and embedded the spirit of filial piety in the hearts of
participants.
• Environmental Protection: The Foundation promoted
environmental education and knowledge in order to nurture
the abilities of its employees to predict, prevent, and adapt to
climate change. The Foundation continued its “Cherish Food
Program” in 2019 and worked with many food companies
130
131
7.6 Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory
Commission
Assessment Item
Implementation Status
Yes
No
Summary
Non-implementation
and Its Reason(s)
Please refer to “7. Corporate Social Responsibility” on pages 113-133 of this
annual report.
None
Please refer to “7. Corporate Social Responsibility” on pages 113-133 of this
annual report.
None
Please refer to “7.2.1 Environmental Protection” on pages 119-123 of this
annual report.
None
1. Does the Company follow materiality principle to conduct risk assessment for
environmental, social and corporate governance topics related to company
operation, and establish risk management related policy or strategy?
2. 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?
3. Environmental Topic
(1) Has the Company set an environmental management system designed to
industry characteristics?
V
V
V
(2) Is the Company committed to improving resource efficiency and to the use of
renewable materials with low environmental impact?
(3) Does the Company evaluate current and future climate change potential risks
and opportunities and take measures related to climate related topics?
(4) Does the Company collect data for greenhouse gas emissions, water usage
and waste quantity in the past two years, and set energy conservation,
greenhouse gas emissions reduction, water usage reduction and other waste
management policies?
4. Social Topic
V
(1) Please refer to “5.5 Human Capital” on pages 82-87 of this Annual
None
(1) Does the Company set policies and procedures in compliance with regulations
Report.
and internationally recognized human rights principles?
(2) Has the Company established appropriately managed employee welfare
measures (include salary and compensation, leave and others), and link
operational performance or achievements with employee salary and
compensation?
(2) Please refer to “5.5 Human Capital” on pages 82-87 of this Annual
Report.
(3) Please refer to “7.2.3 Safety and Health” on pages 125-128 of this
Annual Report.
(3) Does the Company provide employees with a safe and healthy working
(4) Please refer to “5.5 Human Capital” on pages 82-87 of this Annual
environment, with regular safety and health training?
Report.
(4) Has the Company established effective career development training plans?
(5) Not applicable as TSMC is not an end product manufacturer.
(5) Does the Company’s product and service comply with related regulations
and international rules for customers’ health and safety, privacy, sales,
labelling and set polices to protect consumers’ rights and consumer appeal
procedures?
(6) Does the Company set supplier management policy and request suppliers to
comply with related standards on the topics of environmental, occupational
safety and health or labor right, and their implementation status?
(6) Please refer to “Supplier Management” on page 128 of this annual
report.
5. Does the Company refer to international reporting rules or guidelines to publish
CSR Report to disclose non-financial information of the Company? Has the said
Report acquire 3rd certification party verification or statement of assurance?
V
TSMC has published a “Corporate Social Responsibility Report” since 2008,
and acquired 3rd certification party verification or statement of assurance,
and discloses this on the Company’s website (https://www.tsmc.com/
english/csr/index.htm).
None
6. 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 113-
133 of this annual report and corporate social responsibility related information in our website: https://www.tsmc.com/english/csr/index.htm
7. 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
132
133
Subsidiary Information and
Other Special Notes
8.1 Subsidiaries
8.1.1 TSMC Subsidiaries Chart (Note 1)
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 2)
Shareholding: 97%
InveStar Semiconductor Development
Fund, Inc. (II) LDC. (Note 2)
Shareholding: 97%
VentureTech Alliance Fund III, L.P.
Shareholding: 98%
Growth Fund Limited
Shareholding: 100%
Note 1: TSMC SolarEurope GmbH has completed the liquidation procedures in March 2019.
On January 10, 2020, TSMC Design Technology Japan, Inc., a 100% owned subsidiary of TSMC, was established.
Note 2: The subsidiary is under liquidation procedures.
8
As of 12/31/2019
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.
TSMC and its subsidiaries strive to provide the best foundry services. Subsidiaries in North America, Europe, Japan, China and South
Korea are dedicated to serving TSMC customers on a timely basis or providing wafer capacity for customers worldwide. Among the
subsidiaries of TSMC, WaferTech in the United States and TSMC China provide additional 8-inch wafer capacity while TSMC Nanjing
provides 12-inch wafer capacity. 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 12/31/2019
Company (Note 1)
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 02, 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 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 Technology, Inc.
Feb. 20, 1996
Delaware, U.S.
InveStar Semiconductor Development Fund, Inc.
(Note 2)
InveStar Semiconductor Development Fund, Inc.
(II) LDC. (Note 2)
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
VisEra Technologies Company Ltd.
Dec. 01, 2003
Hsinchu, Taiwan
US$
US$
US$
US$
US$
US$
CAD
US$
US$
US$
US$
NT$
0.001
Engineering support activities
489
Investing in new start-up technology companies
0
Investing in new start-up technology companies
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
3,487
Investing in new start-up technology companies
96,519
Investing in new start-up technology companies
2,504
Investing in new start-up technology companies
2,911,531
Engaged in manufacturing electronic spare parts and in
researching, developing, designing, manufacturing, selling,
packaging and testing of color filter
Note 1: On January 10, 2020, TSMC Design Technology Japan, Inc. was established in Yokohama, Japan with capital stock of JPY 150,000 thousands. It is engaged in engineering support activities.
Note 2: InveStar Semiconductor Development Fund, Inc. and InveStar Semiconductor Development Fund, Inc. (II) LDC. are under liquidation procedures.
8.1.5 Rosters of Directors, Supervisors, and Presidents of TSMC’s Subsidiaries
Unit: NT$ (USD), except shareholding
Company (Note 1)
Title
Name
Shareholding
As of 12/31/2019
Shares (Investment Amount)
% (Investment Holding %)
TSMC North America
TSMC Europe B.V
TSMC Japan Limited
TSMC Korea Limited
TSMC China Company Limited
TSMC Nanjing Company Limited
TSMC Technology, Inc.
Director
Director
President
Director
Director
President
Director
Director
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
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
Wendell Huang
Cliff Hou
Cliff Hou
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
Chairman
Director
President
Director
Director
President
Wendell Huang
Sylvia Fang
Wendell Huang
Y.L. Wang
Wendell Huang
Tsung-Chia Kuo
-
-
-
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
-
-
-
100%
-
-
-
100%
-
-
-
-
100%
-
-
-
100%
-
-
-
-
-
(100%)
-
-
-
-
-
-
-
(100%)
-
-
-
100%
-
97.09%
-
97.09%
-
-
-
100%
-
-
-
100%
(Continued)
136
137
Company (Note 1)
Title
Name
Shares (Investment Amount)
% (Investment Holding %)
8.3 Special Notes
Shareholding
8.2 Status of TSMC Common Shares and ADRs Acquired, Disposed of, and Held by Subsidiaries: None.
TSMC Partners, Ltd.
TSMC Design Technology Canada Inc.
TSMC Global Ltd.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
VisEra Technologies Company Ltd.
Director
Director
President
Director
Director
Director
President
Wendell Huang
Sylvia Fang
Wendell Huang
Cliff Hou
Cormac Michael O’Connell
Sylvia Fang
Cliff Hou
Director
Director
Wendell Huang
Sylvia Fang
None
None
None
Chairman
Director
Director
Supervisor
President
None
None
None
Robert Kuan
C.S. Yoo
George Liu
Wendell Huang
S.C. Hsin
-
-
-
TSMC holds 988,268,244 shares
-
-
-
-
TSMC Partners, Ltd. holds 2,300,000 shares
-
-
TSMC holds 11,284 shares
(TSMC’s investment US$3,189,066)
(TSMC’s investment US$94,589,012)
(VentureTech Alliance Fund III, L.P.’s investment US$2,503,768)
54,600 shares
-
-
-
-
TSMC holds 253,120,000 shares
-
-
-
100%
-
-
-
-
100%
-
-
100%
(98.00%)
(98.00%)
(100%)
0.02%
-
-
-
-
86.94%
Note 1: On January 10, 2020, TSMC Design Technology Japan, Inc., a 100% owned subsidiary of TSMC, was established. Dr. Cliff Hou and Mr. Wendell Huang are the directors of TSMC Design Technology
Japan, Inc.
Note 2: InveStar Semiconductor Development Fund, Inc. and InveStar Semiconductor Development Fund, Inc. (II) LDC. are under liquidation procedures.
8.1.6 Operational Highlights of TSMC Subsidiaries
Unit: NT$ thousands, except EPS (NT$)
Company
Capital Stock
Assets
Liabilities
Net Worth
Net Revenues
as of 12/31/2019
Income
(Loss) from
Operation
Net Income
(Loss)
Basic Earnings
(Loss) Per Share
8.3.1 Private Placement Securities in 2019 and as of the Date of this Annual Report: None.
8.3.2 The Listing of Penalties, Major Deficits, and State of Any Efforts to Make Improvements, Arising from Any
Legal Penalties Imposed by Regulatory Authorities on the Company or Its Employees, or any Company
Punishment toward Employees for Violating Internal Control Rules, Where Such Penalties or Punishments
May Have Material Impacts on Shareholders’ Interests or Securities Prices, in 2019 and as of the Date of this
Annual Report: None.
8.3.3 Any Events in 2019 and as of the Date of this Annual Report that Had Material Impacts on Shareholders’
Interests or Securities 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.
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
TSMC Partners, Ltd.
TSMC Global Ltd.
WaferTech, LLC
329,868
93,975,628
89,405,802
4,569,825
642,456,504
267,363
416,366
37.85
761,257
298,777
3,365
82,530
10,400
211,952
45,163
462,479
142,620
40,727
495,777
231,708
20,050
53,410
37,621
188,106.27
9,358
1,847
3,254
2,196
542.33
27.45
29,567,197
1,470,591
1,470,305
1,338,673
133,867,259.80
53,455,518
2,215,060
2,208,823
2,202,709
2.23
69,332
4,435
0
0
29,636,188
53,455,518
338,384,592
404,432,559
6,695,289
397,737,270
12,300,693
11,592,365
11,592,187
1,027,311.89
0
5,332,211
618,940
4,713,271
6,841,533
1,003,240
843,483
TSMC Development, Inc.
0.03
29,567,197
TSMC China Company Limited
19,380,554
60,103,992
2,745,525
57,358,467
16,218,476
3,255,953
4,037,216
TSMC Nanjing Company Limited
28,627,434
49,441,326
28,032,476
21,408,850
18,312,861
1,340,599
1,289,672
VisEra Technologies Company Ltd.
2,911,531
6,322,477
1,137,005
5,185,472
3,395,724
TSMC Technology, Inc.
0.03
1,316,214
645,676
670,538
2,444,373
TSMC Design Technology Canada Inc.
55,979
276,637
37,495
239,141
323,548
InveStar Semiconductor Development
Fund, Inc.
InveStar Semiconductor Development
Fund, Inc. (II) LDC.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
14,663
0
104,577
2,894,424
75,083
0
0
70,253
212,437
124,648
0
0
0
0
0
0
0
70,253
212,437
124,648
0
0
2,205
5,015
0
718,693
116,339
29,413
10
0
(2,899)
1,191
(1,351)
2.87
NA
NA
2.11
613,841
100,661
10,066,067.10
30,494
10
0
(3,409)
1,191
(1,351)
13.26
0.02
0.00
NA
NA
NA
138
139
Contact Information
Taiwan
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
Fab 15A
1, Keya Rd. 6, Central Taiwan Science Park, Taichung 42882, Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-25607548
R&D Center & Fab 12B
168, Park Ave. 2, Hsinchu Science Park, Hsinchu 30075, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-6687827
Fab 15B
1, Xinke Rd., Central Taiwan Science Park, Taichung 40763, Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-24630372
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 18
8, Beiyuan Rd. 2, Tainan Science Park, Tainan 74543, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5050363
Fab 3
9, Creation Rd. 1, Hsinchu Science Park, Hsinchu 30077, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781548
Advanced Backend Fab 1
6, Creation Rd. 2, Hsinchu Science Park, Hsinchu 30077, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5773628
Fab 6
1, Nan-Ke North Rd., Tainan Science Park, Tainan 74144, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5052057
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
Fab 8
25, Li-Hsin Rd., Hsinchu Science Park, Hsinchu 30078, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5662051
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
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
Advanced Backend Fab 5
5, Keya W. Rd., Central Taiwan Science Park, Taichung 42882, Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-25609631
Fab 14B
17, Nan-Ke 9th Rd., Tainan Science Park, Tainan 74144, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5055217
VisEra Technologies Company Limited
12, Dusing Rd. 1, Hsinchu Science Park, Hsinchu City 30078, Taiwan R.O.C.
Tel: +886-3-6668788 Fax: +886-3-6662858
Asia
Europe / North America
TSMC China Company Limited
4000, Wen Xiang Road, Songjiang, Shanghai, China
Postcode: 201616
Tel: +86-21-57768000 Fax: +86-21-57762525
TSMC Design Technology Japan, Inc.
10F, Minatomirai Grand Central Tower, 4-6-2, Minatomirai, Nishi-ku,
Yokohama, Kanagawa 220-0012, Japan
Tel: +81-45-6820470 Fax: +81-45-6820673
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 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 Korea Limited
15F, AnnJay Tower, 208, Teheran-ro, Gangnam-gu
Seoul 06220, Korea
Tel: +82-2-20511688
TSMC Europe B.V.
World Trade Center, Zuidplein 60, 1077 XV Amsterdam, The Netherlands
Tel: +31-20-3059900
TSMC Design Technology Canada Inc.
535 Legget Dr., Suite 600, Kanata, ON K2K 3B8, Canada
Tel: +613-576-1990 Fax: +613-576-1999
TSMC North America
2851 Junction Avenue, San Jose, CA 95134, U.S.A.
Tel: +1-408-3828000 Fax: +1-408-3828008
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: Wendell Huang
Title: Vice President & CFO
Tel: +886-3-5636688 Fax: +886-3-5637000
Email: press@tsmc.com
TSMC Deputy Spokesperson
Name: Nina Kao
Title: Head of PR Department
Tel: +886-3-5636688 Fax: +886-3-5637000
Email: press@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 100004, 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 © 2019 by Taiwan Semiconductor Manufacturing Company, Ltd. All rights reserved.
TSE: 2330
NYSE: TSM
TSMC Annual Report 2019 (II)
Financial Statements
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
TSMC annual report is available at https://www.tsmc.com/english/investorRelations/annual_reports.htm
Printed on March 12, 2020
Contents
Consolidated Financial Statements for the
Years Ended December 31, 2019 and 2018 and
Independent Auditors’ Report
Parent Company Only Financial Statements for
the Years Ended December 31, 2019 and 2018 and
Independent Auditors’ Report
1
105
Taiwan Semiconductor Manufacturing
Company Limited and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2019 and 2018 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, 2019,
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 11, 2020
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
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)
Financial assets at amortized cost (Note 9)
Hedging financial assets (Note 10)
Notes and accounts receivable, net (Note 11)
Receivables from related parties (Note 33)
Other receivables from related parties (Note 33)
Inventories (Notes 5 and 12)
Other financial assets (Note 34)
Other current assets
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Investments accounted for using equity method (Note 13)
Property, plant and equipment (Notes 5 and 14)
Right-of-use assets (Notes 5 and 15)
Intangible assets (Notes 5 and 16)
Deferred income tax assets (Notes 5 and 27)
Refundable deposits
Other noncurrent assets
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 17 and 30)
Financial liabilities at fair value through profit or loss (Note 7)
Hedging financial liabilities (Note 10)
Accounts payable
Payables to related parties (Note 33)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors and supervisors (Note 29)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 21)
Income tax payable (Notes 5 and 27)
Long-term liabilities - current portion (Notes 18 and 30)
Accrued expenses and other current liabilities (Notes 5, 15, 20, 22 and 30)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 18 and 30)
Deferred income tax liabilities (Notes 5 and 27)
Lease liabilities (Notes 5, 15 and 30)
Net defined benefit liability (Note 19)
Guarantee deposits (Notes 20 and 30)
Others
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 21)
Capital surplus (Note 21)
Retained earnings (Note 21)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 21)
December 31, 2019
Amount
%
December 31, 2018
Amount
%
$ 455,399,336
326,839
127,396,577
299,884
25,884
138,908,589
862,070
51,653
82,981,196
11,041,091
5,320,795
20
-
6
-
-
6
-
-
4
-
-
$ 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
-
822,613,914
36
951,679,721
46
4,124,337
7,348,914
18,698,788
1,352,377,405
17,232,402
20,653,028
17,928,358
2,084,968
1,742,918
-
-
1
60
1
1
1
-
-
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
-
-
1,442,191,118
64
1,138,448,317
54
$ 2,264,805,032
100
$ 2,090,128,038
100
$ 118,522,290
982,349
1,798
38,771,066
1,434,900
16,272,353
23,648,903
140,810,703
129,651,902
32,466,156
31,800,000
56,373,281
$
5
-
-
2
-
1
1
6
6
1
1
3
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
590,735,701
26
340,542,586
17
25,100,000
344,393
15,041,833
9,182,496
176,904
2,128,279
51,973,905
1
-
1
-
-
-
2
56,900,000
233,284
-
9,651,405
3,353,378
1,950,989
72,089,056
3
-
-
-
-
-
3
642,709,606
28
412,631,642
20
259,303,805
56,339,709
11
3
259,303,805
56,315,932
12
3
311,146,899
10,675,106
1,011,512,974
1,333,334,979
14
-
45
59
276,033,811
26,907,527
1,073,706,503
1,376,647,841
(27,568,369)
(1)
(15,449,913)
13
1
52
66
(1)
Equity attributable to shareholders of the parent
1,621,410,124
72
1,676,817,665
80
NON - CONTROLLING INTERESTS
Total equity
TOTAL
685,302
-
678,731
-
1,622,095,426
72
1,677,496,396
80
$ 2,264,805,032
100
$ 2,090,128,038
100
The accompanying notes are an integral part of the consolidated financial statements.
- 8 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2019
2018
Amount
%
Amount
%
NET REVENUE (Notes 5, 22, 33 and 39)
$1,069,985,448 100
$1,031,473,557 100
COST OF REVENUE (Notes 5, 12, 29, 33 and 37)
577,286,947 54
533,487,516 52
GROSS PROFIT BEFORE REALIZED
(UNREALIZED) GROSS PROFIT ON SALES TO
ASSOCIATES
REALIZED (UNREALIZED) GROSS PROFIT ON
SALES TO ASSOCIATES
492,698,501 46
497,986,041 48
3,395
-
(111,788)
-
GROSS PROFIT
492,701,896 46
497,874,253 48
OPERATING EXPENSES (Notes 5, 29 and 33)
Research and development
General and administrative
Marketing
91,418,746
21,737,210
6,348,626
8
2
1
85,895,569
20,265,883
5,987,828
8
2
1
Total operating expenses
119,504,582 11
112,149,280 11
OTHER OPERATING INCOME AND EXPENSES,
NET (Notes 14, 15, 23 and 29)
(496,224)
-
(2,101,449)
-
INCOME FROM OPERATIONS (Note 39)
372,701,090 35
383,623,524 37
NON-OPERATING INCOME AND EXPENSES
Share of profits of associates
Other income (Note 24)
Foreign exchange gain, net (Note 36)
Finance costs (Note 25)
Other gains and losses, net (Note 26)
2,844,222
16,606,669
2,095,217
(3,250,847)
(1,151,015)
Total non-operating income and expenses
17,144,246
-
1
-
-
-
1
3,057,781
14,852,814
2,438,171
(3,051,223)
(3,410,804)
13,886,739
-
2
-
-
-
2
INCOME BEFORE INCOME TAX
389,845,336 36
397,510,263 39
INCOME TAX EXPENSE (Notes 5 and 27)
44,501,527
4
46,325,857
5
NET INCOME
345,343,809 32
351,184,406 34
(Continued)
- 9 -
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, 19, 21 and 27)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit obligation
Unrealized gain/(loss) on investments in equity
instruments at fair value through other
comprehensive income
Gain (loss) on hedging instruments
Share of other comprehensive loss of associates
Income tax benefit (expense) 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
foreign operations
Unrealized gain/(loss) on investments in debt
instruments at fair value through other
comprehensive income
Share of other comprehensive income (loss) of
associates
2019
2018
Amount
%
Amount
%
$
253,895
-
$
(861,162)
-
334,327
(109,592)
(18,271)
(20,992)
439,367
-
-
-
-
-
(3,309,089)
40,975
(14,217)
195,729
(3,947,764)
-
-
-
-
-
(14,689,107)
(1)
14,562,386
1
2,566,373
-
(870,906)
(140,195)
(12,262,929)
-
(1)
93,260
13,784,740
-
-
1
Other comprehensive income (loss) for the year,
net of income tax
(11,823,562)
(1)
9,836,976
1
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$ 333,520,247 31
$ 361,021,382 35
NET INCOME ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
$ 345,263,668 32
-
80,141
$ 351,130,884 34
-
53,522
$ 345,343,809 32
$ 351,184,406 34
$ 333,440,460 31
-
79,787
$ 360,965,015 35
-
56,367
$ 333,520,247 31
$ 361,021,382 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)
2019
Income Attributable to
Shareholders of
the Parent
2018
Income Attributable to
Shareholders of
the Parent
EARNINGS PER SHARE (NT$, Note 28)
Basic earnings per share
Diluted earnings per share
$
$
13.32
13.32
$
$
13.54
13.54
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 11 -
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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
Expected credit losses recognized (reversal) on investments in debt
$ 389,845,336
$ 397,510,263
281,411,832
5,472,409
288,124,897
4,421,405
2019
2018
instruments
Finance costs
Share of profits of associates
Interest income
Share-based compensation
Loss on disposal or retirement of property, plant and equipment, net
Loss (gain) on disposal of intangible assets, net
Impairment loss (reversal of impairment loss) on property, plant and
equipment
Loss on financial instruments at fair value through profit or loss, net
Loss (gain) on disposal of investments in debt instruments at fair
value through other comprehensive income, net
Loss from disposal of subsidiaries
Unrealized (realized) gross profit on sales to associates
Loss (gain) on foreign exchange, net
Dividend income
Loss (gain) arising from fair value hedges, net
Gain on lease modification
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
Net defined benefit liability
Cash generated from operations
Income taxes paid
Net cash generated by operating activities
- 13 -
1,714
3,250,847
(2,844,222)
(16,189,374)
2,818
949,965
2,377
(2,383)
3,051,223
(3,057,781)
(14,694,456)
-
1,005,644
(436)
(301,384)
955,723
423,468
358,156
(537,835)
4,598
(3,395)
(5,228,218)
(417,295)
(13,091)
(2,075)
989,138
-
111,788
2,916,659
(158,358)
2,386
-
848,750
(18,119,552)
(277,658)
13,375
20,249,780
3,383,500
(76,263)
-
5,860,068
58,401
1,800,981
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
(332,251)
(2,372,032)
(215,014)
562,019
(20,226,384)
(60,461)
619,336,831
(45,382,523)
667,182,815
(52,044,071)
615,138,744
573,954,308
(Continued)
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2019
2018
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial instruments at fair value through profit or loss
Financial assets at fair value through other comprehensive income
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
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
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
Proceeds from return of capital of investments in equity instruments at
fair value through other comprehensive income
Derecognition of hedging financial instruments
Interest received
Proceeds from government grants - property, plant and equipment
Proceeds from government grants - land use right and others
Other dividends received
Dividends received from investments accounted for using equity
method
Refundable deposits paid
Refundable deposits refunded
(124,748) $
$
(257,558,240)
(313,958)
(310,478)
(96,412,786)
(2,294,098)
(460,422,150) (315,581,881)
(7,100,306)
(9,329,869)
2,418,153
230,444,486
14,349,190
287,318
-
1,107
(436,606)
16,874,985
2,565,338
850,623
320,242
487,216
86,639,322
2,032,442
181,450
492
127,878
250,538
14,660,388
-
-
158,358
1,718,954
(1,465,766)
1,019,294
3,262,910
(2,227,541)
1,857,188
Net cash used in investing activities
(458,801,647) (314,268,908)
31,804,302
(34,900,000)
(2,930,589)
(3,597,145)
62,203
(701,269)
23,922,975
(58,024,900)
-
(3,233,331)
1,668,887
(1,948,106)
(259,303,805) (207,443,044)
10,141
(77,413)
4,006
(75,869)
(269,638,166) (245,124,791)
(Continued)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Repayment of bonds
Repayment of the principal portion of lease liabilities
Interest paid
Guarantee deposits received
Guarantee deposits refunded
Cash dividends
Donation from shareholders
Decrease in non-controlling interests
Net cash used in financing activities
- 14 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2019
2018
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
$
(9,114,196) $
9,862,296
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
(122,415,265)
24,422,905
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
577,814,601
553,391,696
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 455,399,336
$ 577,814,601
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 15 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(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 11, 2020.
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 16 “Leases”
IFRS 16 sets out the accounting standards for leases that supersedes IAS 17 “Leases”, IFRIC 4
“Determining whether an Arrangement contains a Lease”, and a number of related interpretations.
Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Company applies 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 are not reassessed and are accounted for in accordance
with the transitional provisions under IFRS 16.
- 16 -
The Company as lessee
Except for payments for short-term leases which are recognized as expenses on a straight-line basis,
the Company recognizes right-of-use assets and lease liabilities for all leases on the consolidated
balance sheets. On the consolidated statements of comprehensive income, the Company presents the
depreciation expense charged on right-of-use assets separately from the interest expense accrued on
lease liabilities, which is 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.
The Company applies IFRS 16 retrospectively with the cumulative effect of the initial application
recognized at the date of initial application but does not restate comparative information.
Leases agreements classified as operating leases under IAS 17, except for short-term leases, are
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 applied the following practical expedients to measure right-of-use assets and lease
liabilities on January 1, 2019:
a) The Company applied a single discount rate to a portfolio of leases with reasonably similar
characteristics to measure lease liabilities.
b) The Company accounted for those leases for which the lease term ends on or before December
31, 2019 as short-term leases.
c) Except for lease payments, the Company excluded incremental costs of obtaining the lease from
right-of-use assets on January 1, 2019.
d) The Company determined 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
$ 20,849,585
(3,189,821)
$ 17,659,764
$ 16,465,599
3,438,016
$ 19,903,615
- 17 -
The Company as lessor
Except for sublease transactions, the Company does not make any adjustments for leases in which it
is a lessor, and accounts 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
are 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
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
$
-
b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers for
application starting from 2020 and the IFRSs issued by International Accounting Standards Board (IASB)
and endorsed by the FSC with effective date starting 2020
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
Reform”
Amendments to IAS 1 and IAS 8 “Definition of Material”
January 1, 2020 (Note 3)
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 retrospectively for annual reporting periods
beginning on or after January 1, 2020.
Note 3: The Company shall apply these amendments prospectively for annual reporting periods
beginning on or after January 1, 2020.
- 18 -
c. The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or Non-
January 1, 2022
current”
As of the date the accompanying consolidated financial statements were authorized for issue, 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.
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
- 19 -
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.
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,
2019
December 31,
2018
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
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%
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 Partners
TSMC Solar Europe GmbH
TSMC Development, Inc.
(TSMC Development)
TSMC Technology, Inc.
(TSMC Technology)
TSMC Design Technology
Canada Inc. (TSMC Canada)
InveStar Semiconductor
Development Fund, Inc.
(ISDF)
InveStar Semiconductor
Development Fund, Inc. (II)
LDC. (ISDF II)
TSMC Development
WaferTech, LLC (WaferTech)
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
Investing in new start- up technology
Cayman Islands
companies
Investing in new start- up technology
Cayman Islands
97%
97%
a) , d)
companies
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
- 20 -
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
98%
98%
-
100%
100%
100%
97%
98%
98%
100%
100%
100%
100%
97%
-
a)
a)
a)
a)
-
-
b)
-
a)
a)
a) , c)
-
a)
a)
a) , d)
-
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$3
billion to establish a subsidiary operating a 300mm wafer fab with the capacity of 20,000 12- inch wafers per month, and a design service center.
Note c: TSMC Solar Europe GmbH has completed the liquidation procedures in March 2019.
Note d: The subsidiary is under liquidation procedures.
Foreign Currencies
The financial statements of each individual consolidated entity were expressed in the currency which reflected
its primary economic environment (functional currency). The functional currency of TSMC and presentation
currency of the consolidated financial statements are both New Taiwan Dollars (NT$). In preparing the
consolidated financial statements, the operating results and financial positions of each consolidated entity are
translated into NT$.
In preparing the financial statements of each individual consolidated entity, transactions in currencies other
than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing
at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at that date. Such exchange differences are recognized in
profit or loss in the year in which they arise. Non-monetary items measured at fair value that are denominated
in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.
Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the
year except for exchange differences arising on the retranslation of non-monetary items in respect of which
gains and losses are recognized directly in other comprehensive income, in which case, the exchange
differences are also recognized directly in other comprehensive income. Non-monetary items that are
measured in terms of historical cost in foreign currencies are not retranslated.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s
foreign operations are translated into NT$ 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.
- 21 -
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
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.
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.
- 22 -
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.
b. Impairment of financial assets
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.
c. Derecognition of financial assets
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.
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.
- 23 -
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.
Hedge Accounting
a. Fair value hedge
The Company designates certain hedging instruments, such as interest rate futures contracts, to partially
hedge against the fair value change caused by interest rates fluctuation in the Company’s fixed income
investments. 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 items 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.
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.
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
- 24 -
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 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 statements 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.
- 25 -
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 mainly over the following estimated useful lives: land
improvements - 20 years; buildings (assets used by the Company and assets subject to operating leases) - 10
to 20 years; machinery and equipment - 5 years; and office equipment - 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
2019
For a contract that contains a lease component and non-lease component, the Company may elect to account
for the lease and non-lease components as a single lease component.
The Company as lessor
Rental income from operating lease is recognized on a straight-line basis over the term of the lease.
The Company as lessee
Except for payments for low-value asset leases and short-term leases (leases of machinery and equipment
and others) which are recognized as expenses on a straight-line basis, the Company recognizes right-of-use
assets and lease liabilities for all leases at the commencement date of the lease.
Right-of-use assets are measured at cost. The cost of right-of-use assets comprises the initial measurement of
lease liabilities adjusted for lease payments made at or before the commencement date, plus an estimate of
costs needed to restore the underlying assets. Subsequent measurement is calculated as cost less accumulated
depreciation and accumulated impairment loss and adjusted for changes in lease liabilities as a result of lease
term modifications or other related factors. Right-of-use assets are presented separately in the consolidated
balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier
of the end of the useful lives of the right-of-use assets or the end of the lease terms. If the lease transfers
ownership of the underlying assets to the Company by the end of the lease terms or if the cost of right-of-use
assets reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use
assets from the commencement dates to the end of the useful lives of the underlying assets.
- 26 -
Lease liabilities are measured at the present value of the lease payments. Lease payments comprise fixed
payments, variable lease payments which depend on an index or a rate and the exercise price of a purchase
option if the Company is reasonably certain to exercise that option. The lease payments are discounted using
the lessee’s incremental borrowing rates.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest
expense recognized over the lease terms. When there is a change in a lease term, a change in future lease
payments resulting from a change in an index or a rate used to determine those payments, or a change in the
assessment of an option to purchase an underlying asset, the Company remeasures the lease liabilities with a
corresponding adjustment to the right-of-use assets. Lease liabilities are presented on a separate line in the
consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods
in which they are incurred.
2018
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 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 accumul ated
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.
Impairment of Tangible Assets, Right-of-use Assets 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
- 27 -
recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent
periods.
Tangible assets, right-of-use assets and other intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets (property,
plant and equipment), right-of-use assets and other 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.
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
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.
- 28 -
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.
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.
- 29 -
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.
Critical Accounting Judgments
Revenue Recognition
The Company recognizes revenue when the conditions described in Note 4 are satisfied.
Commencement of Depreciation Related to Property, Plant and Equipment Classified as Equipment
under Installation and Construction in Progress (EUI/CIP)
As described in Note 4, commencement of depreciation related to EUI/CIP involves determining when the
assets are available for their intended use. The criteria the Company uses to determine whether EUI/CIP are
available for their intended use involves subjective judgements and assumptions about the conditions
necessary for the assets to be capable of operating in the intended manner.
Judgments on Lease Terms
In determining a lease term, the Company considers all facts and circumstances that create an economic
incentive to exercise or not to exercise an option, including any expected changes in facts and circumstances
- 30 -
from the commencement date until the exercise date of the option. Main factors considered include
contractual terms and conditions covered by the optional periods, and the importance of the underlying asset
to the lessee’s operations, etc. The lease term is reassessed if a significant change in circumstances that are
within the control of the Company occurs.
Key Sources of Estimation and Uncertainty
Estimation of Sales Returns and Allowances
Sales returns and other allowance is estimated and recorded based on historical experience and in
consideration of different contractual terms. The amount is deducted from revenue in the same period the
related revenue is recorded. The Company periodically reviews the reasonableness of the estimates.
Valuation of Inventory
Inventories are stated at the lower of cost or net realizable value, and the Company uses 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 normal waste, 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 determined mainly based on assumptions of future
demand within a specific time horizon.
Impairment of Tangible Assets, Right-of-use Assets and Intangible Assets Other than Goodwill
In the process of evaluating the potential impairment of tangible assets, right-of-use assets and intangible
assets other than goodwill, the Company determines 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 change in these estimates based on changed economic conditions or business
strategies could result in significant impairment charges or reversal in future years.
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.
Determination of Lessees’ Incremental Borrowing Rates
In determining a lessee’s incremental borrowing rate used in discounting lease payments, the Company
mainly takes into account the market risk-free rates, the estimated lessee’s credit spreads and secured status
in a similar economic environment.
6. CASH AND CASH EQUIVALENTS
Cash and deposits in banks
Government bonds
Commercial paper
Repurchase agreements collateralized by corporate bonds
December 31,
2019
December 31,
2018
$ 452,734,378
2,188,149
476,809
-
$ 575,825,502
-
759,499
1,229,600
$ 455,399,336
$ 577,814,601
- 31 -
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
Convertible bonds
Agency mortgage-backed securities
Financial liabilities
Held for trading
Forward exchange contracts
December 31,
2019
December 31,
2018
$
162,155
123,759
40,925
$
85,303
-
3,419,287
$
326,839
$ 3,504,590
$
982,349
$
40,825
The Company entered into forward exchange contracts to manage exposures due to fluctuations of foreign
exchange rates. These forward exchange contracts did not meet the criteria for hedge accounting. Therefore,
the Company did not apply hedge accounting treatment for these forward exchange contracts.
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2019
Sell NT$/Buy EUR
Sell NT$/Buy JPY
Sell US$/Buy JPY
Sell US$/Buy RMB
Sell US$/Buy NT$
Sell JPY/Buy US$
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$
January 2020 to June 2020
January 2020 to March 2020
January 2020
January 2020
January 2020 to March 2020
January 2020 to February 2020
NT$84,690,438/EUR2,509,000
NT$23,737,589/JPY85,600,000
US$6,209/JPY678,000
US$497,000/RMB3,493,919
US$26,000/NT$786,989
JPY57,471,581/US$526,368
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
- 32 -
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Investments in debt instruments at FVTOCI
Agency bonds/Agency mortgage-backed securities
Corporate bonds
Government bonds
Asset-backed securities
Commercial paper
Investments in equity instruments at FVTOCI
Non-publicly traded equity investments
Publicly traded stocks
Current
Noncurrent
December 31,
2019
December 31,
2018
$ 51,966,460
51,790,045
12,824,223
10,815,849
-
127,396,577
$ 31,288,762
40,753,582
11,151,359
15,670,295
107,590
98,971,588
4,124,337
-
4,124,337
3,910,681
590,152
4,500,833
$ 131,520,914
$ 103,472,421
$ 127,396,577
4,124,337
$ 99,561,740
3,910,681
$ 131,520,914
$ 103,472,421
These investments in equity instruments are held for medium to long-term purposes and therefore are
accounted for as FVTOCI.
For the years ended December 31, 2019 and 2018, as the Company adjusted its investment portfolio or the
non-publicly traded investee was merged, equity investments designated at FVTOCI were divested for
NT$873,470 thousand and NT$840,605 thousand, respectively. The related other equity-unrealized gain/loss
on financial assets at FVTOCI of NT$156,770 thousand and NT$1,193,056 thousand were transferred to
increase and decrease retained earnings, respectively.
For dividends from equity investments designated as at FVTOCI recognized, please refer to Note 24. All the
dividends are from investments held at the end of the reporting period.
As of December 31, 2019 and 2018, the cumulative loss allowance for expected credit loss of NT$35,596
thousand and NT$29,723 thousand are recognized under investments in debt instruments at FVTOCI,
respectively. Refer to Note 32 for information relating to their credit risk management and expected credit
loss.
9. FINANCIAL ASSETS AT AMORTIZED COST
Corporate bonds
Commercial paper
Less: Allowance for impairment loss
Current
Noncurrent
- 33 -
December 31,
2019
December 31,
2018
$ 7,651,727
-
(2,929)
$ 19,519,941
2,294,098
(8,147)
$ 7,648,798
$ 21,805,892
$
299,884
7,348,914
$ 14,277,615
7,528,277
$ 7,648,798
$ 21,805,892
Refer to Note 32 for information relating to credit risk management and expected credit loss for financial
assets at amortized cost.
10. HEDGING FINANCIAL INSTRUMENTS
Financial assets- current
Fair value hedges
Interest rate futures contracts
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,
2019
December 31,
2018
$ 22,380
$
-
3,504
23,497
$
25,884
$
23,497
$
-
$ 153,891
1,798
1,941
$
1,798
$ 155,832
The Company entered into interest rate futures contracts, which are used to partially hedge against the fair
value changes caused by interest rates fluctuation in the Company’s fixed income investments. 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 futures 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.
December 31, 2019
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
US treasury bonds interest rate futures contracts
US$122,200
March 2020
- 34 -
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$ 7,364,727
$
(22,380)
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
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$ 23,229,530
$
(13,508)
The effect for the years ended December 31, 2019 and 2018 is detailed below:
Hedging Instruments/Hedged Items
Increase
(Decrease) in Value Used for
Calculating Hedge Ineffectiveness
Years Ended December 31
2019
2018
Hedging Instruments
US treasury bonds interest rate futures contracts
$ (164,740)
$ 11,460
Hedged Items
Financial assets at FVTOCI
Cash flow hedge
177,831
(13,846)
$ 13,091
$
(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 years ended December
31, 2019 and 2018, refer to Note 21(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.
- 35 -
The following tables summarize the information relating to the hedges for foreign currency risk.
December 31, 2019
Hedging Instruments
Forward exchange contracts
December 31, 2018
Hedging Instruments
Forward exchange contracts
Contract Amount
(In Thousands)
Maturity
Balance in
Other Equity
(Continuing
Hedges)
NT$1,342,392
/EUR40,000
January 2020
$ (3,820)
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
The effect for the years ended December 31, 2019 and 2018 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts
Foreign currency deposits
Increase
(Decrease) in Value Used for
Calculating Hedge
Ineffectiveness
Years Ended December 31
2019
2018
$ (109,592)
-
$ 34,563
6,412
$ (109,592)
$ 40,975
Hedged Items
Forecast transaction (capital expenditures)
$ 109,592
$ (40,975)
11. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2019
December 31,
2018
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 135,978,049 $ 125,025,575
(7,253)
135,652,724 125,018,322
3,595,069
3,255,865
(325,325)
$ 138,908,589 $ 128,613,391
- 36 -
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.
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 loss for credit-impaired
accounts receivable, the Company recognizes loss allowance based on the expected credit loss ratio of
customers by different risk levels with consideration of 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
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
Less: Loss allowance
December 31,
2019
December 31,
2018
$ 126,134,762
$ 113,126,484
13,082,080
12,794
1,033
3,245
(325,325)
15,006,461
472,833
9,451
5,415
(7,253)
$ 138,908,589
$ 128,613,391
All of the Company’s accounts receivable classified as at FVTOCI were not past due.
Movements of the loss allowance for accounts receivable
Balance, beginning of year
Provision (Reversal)
Effect of exchange rate changes
Balance, end of year
Years Ended December 31
2019
2018
7,253
$
318,290
(218)
$ 226,968
(219,714)
(1)
$ 325,325
$
7,253
For the years ended December 31, 2019 and 2018, the changes in loss allowance were mainly due to the
variations in the expected credit loss ratios and the balance of accounts receivable of different risk levels.
12. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2019
December 31,
2018
$
8,924,541
51,969,105
16,552,275
5,535,275
$ 11,329,802
72,071,861
15,233,877
4,595,436
$ 82,981,196
$ 103,230,976
- 37 -
Reversal of write-down of inventories resulting from the increase in net realizable value and write-down of
inventories to net realizable value were included in the cost of revenue, as illustrated below:
Years Ended December 31
2019
2018
Inventory losses (reversal of write-down of inventories)
$ (1,983,048)
$ 1,259,472
The aforementioned inventory losses (reversal of write-down of inventories) exclude wafer contamination
losses and computer virus outbreak losses. Please refer to related losses in Note 37.
13. 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,
2019
December 31,
2018
December 31,
2019
December 31,
2018
Vanguard International
Manufacturing, selling, packaging,
Hsinchu, Taiwan
$
9,027,572
$
9,006,126
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
6,502,174
5,772,815
Taoyuan, Taiwan
1,846,145
1,764,607
Hsinchu, Taiwan
1,284,377
1,299,423
New Taipei, Taiwan
38,520
22,867
39%
41%
35%
28%
39%
41%
35%
39%
$ 18,698,788
$ 17,865,838
As of December 31, 2019 and 2018, 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.
Name of Associate
VIS
GUC
Xintec
December 31,
2019
December 31,
2018
$ 36,812,923
$ 11,251,774
$ 8,958,195
$ 27,621,298
$ 9,617,699
$ 3,783,585
- 38 -
14. PROPERTY, PLANT AND EQUIPMENT
2019
Assets used by the Company
Assets subject to operating leases
a. Assets used by the Company
December 31,
2019
$ 1,352,313,861
63,544
$ 1,352,377,405
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2019
Additions
Disposals or retirements
Transfers from right-of-use
assets
Effect of disposal of
subsidiary
Effect of exchange rate
changes
$
4,011,353
-
-
$ 418,151,675
21,448,528
(158,970 )
$ 2,728,760,127
179,798,420
(17,381,538 )
$
48,382,279
7,415,036
(1,043,398 )
$ 172,910,989
355,621,089
-
$ 3,372,216,423
564,283,073
(18,583,906 )
-
-
-
-
619,779
-
-
(508 )
-
-
619,779
(508 )
(19,555 )
(1,366,170 )
(5,173,820 )
(142,045 )
(236,992 )
(6,938,582 )
Balance at December 31, 2019 $
3,991,798
$ 438,075,063
$ 2,886,622,968
$
54,611,364
$ 528,295,086
$ 3,911,596,279
Accumulated depreciation
and impairment
Balance at January 1, 2019
Additions
Disposals or retirements
Transfers from right-of-use
assets
Reversal of impairment
Effect of disposal of
subsidiary
Effect of exchange rate
changes
$
550,575
1,633
-
$ 217,899,243
26,026,642
(144,402 )
$ 2,049,278,908
246,724,229
(12,880,817 )
$
$
32,525,129
6,012,497
(1,042,131 )
-
-
-
-
-
-
20,659
(301,384 )
-
-
-
(508 )
(13,518 )
(722,093 )
(4,575,652 )
(76,592 )
Balance at December 31, 2019 $
538,690
$ 243,059,390
$ 2,278,265,943
$
37,418,395
$
-
-
-
-
-
-
-
-
$ 2,300,253,855
278,765,001
(14,067,350 )
20,659
(301,384 )
(508 )
(5,387,855 )
$ 2,559,282,418
Carrying amounts at
December 31, 2019
$
3,453,108
$ 195,015,673
$ 608,357,025
$
17,192,969
$ 528,295,086
$ 1,352,313,861
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.
In the first quarter of 2019, the Company recognized a reversal of impairment loss of NT$301,384
thousand due to redeployment of certain idle machinery and equipment. Such reversal of impairment loss
was recognized in other operating income and expenses.
- 39 -
b. Assets subject to operating leases
Cost
Balance at January 1, 2019
Balance at December 31, 2019
Accumulated depreciation
Balance at January 1, 2019
Additions
Balance at December 31, 2019
Carrying amounts at December 31, 2019
Buildings
$ 562,610
$ 562,610
$ 474,899
24,167
$ 499,066
$ 63,544
Operating leases relate to leases of buildings with lease terms between 1 to 5 years. The lessees do not
have purchase options to acquire the assets at the expiry of the lease periods.
The maturity analysis of operating lease payments receivable for the buildings is as follows:
December 31,
2019
$ 18,450
16,992
16,992
$ 52,434
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office Equipment
Equipment under
Installation and
Construction in
Progress
Total
Year 1
Year 2
Year 3
2018
Cost
Balance at January 1, 2018
Additions
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
$
3,460,778
$ 200,340,143
$ 679,481,219
$
15,857,150
$ 172,910,989
$ 1,072,050,279
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.
- 40 -
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.
15. LEASE ARRANGEMENTS
2019
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery and equipment
Office equipment
Additions to right-of-use assets
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
Income from subleasing right-of-use assets (classified under
other operating income and expenses, net)
b. Lease liabilities
Carrying amounts
December 31,
2019
$ 14,064,036
2,351,809
775,809
40,748
$ 17,232,402
Year Ended
December 31,
2019
$ 1,032,985
Year Ended
December 31,
2019
$
957,065
458,772
1,184,374
22,453
$ 2,622,664
$
55,026
December 31,
2019
Current portion (classified under accrued expenses and other current liabilities)
Noncurrent portion
$ 2,275,084
15,041,833
$ 17,316,917
- 41 -
Ranges of discount rates for lease liabilities are as follows:
Land
Buildings
Machinery and equipment
Office equipment
c. Material terms of right-of-use assets
December 31,
2019
0.67%-2.14%
0.67%-3.88%
3.24%
0.64%-3.88%
The Company leases land and buildings mainly for the use of plants and offices with lease terms of 1 to
36 years. The lease contracts for land located in the R.O.C. specify that lease payments will be adjusted
every 2 years on the basis of changes in announced land value prices. The Company does not have
purchase options to acquire the leasehold land and buildings at the end of the lease terms.
The Company leases machinery and equipment for use in operation with lease terms of 2 years. The
Company has purchase options to acquire leasehold machinery and equipment at the end of the lease
terms.
d. Subleases of right-of-use assets
The Company subleases its right-of-use assets for buildings under operating leases with lease terms of 1
to 5 years.
The maturity analysis of lease payments receivable under operating subleases is as follows:
Year 1
Year 2
e. Other lease information
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Expenses relating to variable lease payments not included in the
measurement of lease liabilities
Total cash outflow for leases
- 42 -
December 31,
2019
$
58,569
1,885
$
60,454
Year Ended
December 31,
2019
$ 5,007,057
492
$
$
195,062
Year Ended
December 31,
2019
$ 7,724,421
2018
The Company’s major 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
Future minimum lease payments under non-cancellable operating leases are as follows:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
Year Ended
December 31,
2018
$ 4,243,091
December 31,
2018
$ 5,824,119
5,834,884
9,190,582
$ 20,849,585
16. INTANGIBLE ASSETS
Cost
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Balance at January 1, 2019
Additions
Disposals or retirements
Effect of exchange rate changes
$
5,795,488
-
-
(102,112)
$ 10,974,458
4,879,562
-
931
$
$ 29,594,483
3,710,381
(260,904)
(19,950)
7,656,524
647,755
-
(1,283)
$ 54,020,953
9,237,698
(260,904)
(122,414)
Balance at December 31, 2019
$
5,693,376
$ 15,854,951
$ 33,024,010
$
8,302,996
$ 62,875,333
Accumulated amortization and
impairment
Balance at January 1, 2019
Additions
Disposals or retirements
Effect of exchange rate changes
$
Balance at December 31, 2019
$
-
-
-
-
-
$
8,756,005
1,066,834
-
931
$
$ 23,023,498
3,747,343
(258,527)
(10,247)
5,239,313
658,232
-
(1,077)
$ 37,018,816
5,472,409
(258,527)
(10,393)
$
9,823,770
$ 26,502,067
$
5,896,468
$ 42,222,305
Carrying amounts at December 31, 2019
$
5,693,376
$
6,031,181
$
6,521,943
$
2,406,528
$ 20,653,028
(Continued)
- 43 -
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
(31,183)
2,122
$ 46,994,323
7,104,993
(217,854)
139,491
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
$
Balance at December 31, 2018
$
-
-
-
-
-
$
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)
$
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
(Concluded)
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 8.0% and 9.0% in its test of impairment as of December 31, 2019 and 2018,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2019 and 2018, the Company did not recognize any impairment loss on
goodwill.
17. SHORT-TERM LOANS
Unsecured loans
Amount
Original loan content
US$ (in thousands)
EUR (in thousands)
Annual interest rate
Maturity date
18. BONDS PAYABLE
Domestic unsecured bonds
Less: Current portion
December 31,
2019
December 31,
2018
$ 118,522,290
$ 88,754,640
$ 2,370,000
1,410,000
0.01%-2.22%
Due by May
2020
$ 2,610,000
242,000
0.01%-3.22%
Due by January
2019
December 31,
2019
December 31,
2018
$ 56,900,000
(31,800,000)
$ 91,800,000
(34,900,000)
$ 25,100,000
$ 56,900,000
- 44 -
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
B
B
B
-
A
B
C
A
B
C
A
B
B
C
D
E
F
September 2011 to
September 2018
January 2012 to
January 2019
August 2012 to
August 2019
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
7,000,000
1.46%
The same as above
9,000,000
1.40%
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
8,500,000
August 2013 to
August 2019
September 2013 to
March 2019
1,400,000
1.50%
1.70%
1.52%
1.60%
The same as above
The same as above
The same as above
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
- 45 -
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
19. 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 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 and TSMC Technology also make monthly contributions
at certain percentages of the basic salary of their employees. Accordingly, the Company recognized
expenses of NT$2,609,733 thousand and NT$2,568,945 thousand for the years ended December 31, 2019
and 2018, respectively.
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 (gain) arising from experience adjustments
Actuarial gain arising from changes in demographic
assumptions
Actuarial loss arising from changes in financial assumptions
Components of defined benefit costs recognized in other
Years Ended December 31
2019
2018
$
$
135,645
123,951
259,596
137,758
144,108
281,866
(124,344)
(438,009)
(233,239)
541,697
(71,288)
334,630
-
597,820
comprehensive income
(253,895)
861,162
Total
$
5,701
$ 1,143,028
- 46 -
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
2019
2018
$ 157,845
72,686
25,063
4,002
$ 177,772
79,143
20,591
4,360
$ 259,596
$ 281,866
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2019
December 31,
2018
Present value of defined benefit obligation
Fair value of plan assets
$ 13,484,090
(4,301,594)
$ 13,662,684
(4,011,279)
Net defined benefit liability
$ 9,182,496
$ 9,651,405
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
2019
2018
$ 13,662,684
135,645
175,401
$ 12,774,593
137,758
207,804
Actuarial loss (gain) arising from experience adjustments
Actuarial gain arising from changes in demographic
assumptions
Actuarial loss arising from changes in financial assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
(438,009)
334,630
(233,239)
541,697
(344,131)
(15,958)
-
597,820
(274,326)
(115,595)
Balance, end of year
$ 13,484,090
$ 13,662,684
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2019
2018
$ 4,011,279
51,450
$ 3,923,889
63,696
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
124,344
458,652
(344,131)
71,288
226,732
(274,326)
Balance, end of year
$ 4,301,594
$ 4,011,279
- 47 -
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,
2019
December 31,
2018
$ 713,204
2,313,828
1,274,562
$
756,126
2,148,040
1,107,113
$ 4,301,594
$ 4,011,279
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,
2019
December 31,
2018
0.90%
3.00%
1.30%
3.00%
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$724,963 thousand and NT$921,750 thousand
as of December 31, 2019 and 2018, 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$706,502 thousand and NT$901,629 thousand as of December 31, 2019 and 2018, 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.
- 48 -
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$230,864 thousand to the defined benefit plans in the
next year starting from December 31, 2019. The weighted average duration of the defined benefit
obligation is 10 years.
20. GUARANTEE DEPOSITS
Capacity guarantee
Receivables guarantee
Others
Current portion (classified under accrued expenses and other current
liabilities)
Noncurrent portion
December 31,
2019
December 31,
2018
$ 1,499,400
-
230,481
$ 9,289,628
653,686
245,731
$ 1,729,881
$ 10,189,045
$ 1,552,977
176,904
$ 6,835,667
3,353,378
$ 1,729,881
$ 10,189,045
Some of guarantee deposits were refunded to customers by offsetting related accounts receivable.
21. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2019
December 31,
2018
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, 2019, 1,065,122 thousand ADSs of TSMC were traded on the NYSE. The number
of common shares represented by the ADSs was 5,325,610 thousand shares (one ADS represents five
common shares).
- 49 -
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,
2019
December 31,
2018
$ 24,184,939
22,804,510
8,892,847
121,843
302,234
33,336
$ 24,184,939
22,804,510
8,892,847
121,473
282,820
29,343
$ 56,339,709
$ 56,315,932
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.
c. Retained earnings and dividend policy
The amendments to TSMC’s Articles of Incorporation had been approved by TSMC’s shareholders in its
meeting held on June 5, 2019, which stipulate that earnings distribution may be made on a quarterly basis
after the close of each quarter. Distribution of earnings by way of cash dividends should be approved by
TSMC’s Board of Directors and reported to TSMC’s shareholders in its meeting.
TSMC’s amended Articles of Incorporation provide that, when allocating earnings, TSMC shall first
estimate and reserve the taxes to be paid, offset its losses, set aside a legal capital reserve at 10% of the
remaining earnings (until the accumulated legal capital reserve equals TSMC’s paid-in capital), then set
aside a special capital reserve in accordance with relevant laws or regulations or as requested by the
authorities in charge. Any balance left over shall be allocated according to relevant laws and the TSMC’s
Articles of Incorporation.
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.
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.
- 50 -
The appropriations of 2018 and 2017 earnings have been approved by TSMC’s shareholders in its
meetings held on June 5, 2019 and June 5, 2018, respectively. The appropriations and cash dividends per
share were as follows:
Appropriation of Earnings
For Fiscal
Year 2017
For Fiscal
Year 2018
Cash Dividends Per Share
(NT$)
For Fiscal
Year 2018
For Fiscal
Year 2017
Legal capital reserve
Special capital reserve
Cash dividends to shareholders $207,443,044
$ 34,311,148
$ 35,113,088
$ (11,459,458) $ 26,907,527
$ 207,443,044
$8.0
$8.0
The appropriations of 2019 earnings for each quarter have been approved by TSMC’s Board of Directors
in its meeting. The appropriations and cash dividends per share were as follows:
Resolution Date of TSMC’s
Board of Directors in its
meeting
Fourth Quarter
of 2019
February 11,
2020
$
Special capital reserve
$
Cash dividends to shareholders
Cash dividends per share (NT$) $
16,893,073
64,825,951
2.5
d. Others
Changes in others were as follows:
Third Quarter Second Quarter First Quarter
of 2019
August 13,
2019
of 2019
November 12,
2019
of 2019
June 5,
2019
3,289,166 $
$
$ 64,825,951 $ 64,825,951
2.5
2.5 $
$
(3,338,190) $
(4,723,939)
$ 51,860,761
2.0
$
Year Ended December 31, 2019
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
Balance, beginning of year
Exchange differences arising on translation of
$ (12,042,347)
$ (3,429,324) $
23,601
$
(1,843) $ (15,449,913)
foreign operations
(14,693,561)
-
Unrealized gain (loss) on financial assets at
-
(14,693,561)
-
-
-
-
-
4,598
-
-
334,537
3,097,329
(162,118)
(537,835)
6,879
-
-
-
-
-
-
-
-
-
-
(109,592)
82,276
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
Other comprehensive income transferred to
profit or loss due to disposal of subsidiary
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
(140,090)
(11,903)
(105)
-
-
-
9,476
-
-
1,653
-
Balance, end of year
$ (26,871,400)
$
(692,959) $
(3,820)
$
(190) $ (27,568,369)
- 51 -
-
-
-
-
-
-
-
-
-
334,537
3,097,329
(162,118)
(537,835)
6,879
4,598
(109,592)
82,276
(152,098)
1,653
9,476
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
Employee
Compensation
Total
Balance, beginning of year
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)
The aforementioned other equity includes the changes in other equities of TSMC and TSMC’s share of
its subsidiaries and associates.
22. 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
Years Ended December 31
2019
2018
$ 927,317,351 $ 911,296,364
120,177,193
142,668,097
$ 1,069,985,448 $ 1,031,473,557
Years Ended December 31
2019
2018
$
84,255,256 $
634,713,043
208,101,401
67,568,157
57,468,605
17,878,986
78,260,773
632,821,464
175,794,228
71,068,438
58,125,879
15,402,775
$ 1,069,985,448 $ 1,031,473,557
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
- 52 -
Platform
Smartphone
High Performance Computing
Internet of Things
Automotive
Digital Consumer Electronics
Others
Resolution
7-nanometer
10-nanometer
16-nanometer
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
Years Ended December 31
2019
2018
$ 523,612,863 $ 466,452,280
341,910,195
65,091,314
51,709,787
58,470,179
47,839,802
315,822,311
86,342,707
47,914,518
53,733,395
42,559,654
$ 1,069,985,448 $ 1,031,473,557
Years Ended December 31
2019
2018
9,535,831
23,266,355
$ 249,548,139 $ 81,680,746
96,989,486
186,700,858 187,370,567
23,618,466
149,578,719 178,440,396
93,366,285 101,801,017
69,250,008
76,122,259
25,624,251
36,652,061
22,947,287
20,677,658
77,564,492
81,182,646
19,935,126
26,761,062
$ 927,317,351 $ 911,296,364
Starting the first quarter of 2019, the Company reported its net revenue breakdown by platform, instead
of by application. The Company believes this change better represents the Company’s results.
Commencing in 2018, the Company began to break down the net revenue by product, by geography, by
resolution 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.
b. Contract balances
December 31,
2019
December 31,
2018
January 1,
2018
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 6,784,323
$ 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.
The Company recognized revenue from the beginning balance of contract liability, which amounted to
NT$3,876,603 thousand and NT$31,769,970 thousand for the years ended December 31, 2019 and 2018,
respectively.
- 53 -
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$36,211,421 thousand and
NT$55,405,973 thousand for the years ended December 31, 2019 and 2018, respectively. As of December
31, 2019 and 2018, the aforementioned refund liabilities amounted to NT$19,620,159 thousand and
NT$22,672,634 thousand (classified under accrued expenses and other current liabilities), respectively.
23. OTHER OPERATING INCOME AND EXPENSES, NET
Loss on disposal or retirement of property, plant and equipment, net
Reversal of impairment loss (impairment loss) on property, plant and
$
(949,965)
$ (1,005,644)
Years Ended December 31
2019
2018
301,384
152,357
(423,468)
(672,337)
$
(496,224)
$ (2,101,449)
Years Ended December 31
2019
2018
$ 11,454,032
339,480
3,476,192
919,670
16,189,374
417,295
$ 10,310,738
382,673
3,078,604
922,441
14,694,456
158,358
$ 16,606,669
$ 14,852,814
Years Ended December 31
2019
2018
$ 1,869,335
1,139,935
240,927
650
$ 1,417,287
1,633,775
-
161
$ 3,250,847
$ 3,051,223
equipment
Others
24. OTHER INCOME
Interest income
Bank deposits
Financial assets at FVTPL
Financial assets at FVTOCI
Financial assets at amortized cost
Dividend income
25. FINANCE COSTS
Interest expense
Bank loans
Corporate bonds
Lease liabilities
Others
- 54 -
26. OTHER GAINS AND LOSSES, NET
Gain (loss) on disposal of financial assets, net
Investments in debt instruments at FVTOCI
Loss on disposal of subsidiaries
Loss on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
Gain (loss) arising from fair value hedges, net
The reversal (accrual) of expected credit loss of financial assets
Investments in debt instruments at FVTOCI
Financial assets at amortized cost
Other gains (losses), net
27. 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
2019
2018
$
537,835
$
(4,598)
(989,138)
-
(2,360,699) (2,293,895)
(2,386)
13,091
(6,879)
5,165
665,070
1,990
393
(127,768)
$ (1,151,015) $ (3,410,804)
Years Ended December 31
2019
2018
$ 45,411,178
196,882
(41,465)
45,566,595
$ 51,710,319
(989,984)
152,884
50,873,219
-
(1,065,068)
(1,065,068)
(1,474,808)
(3,072,554)
(4,547,362)
Income tax expense recognized in profit or loss
$ 44,501,527
$ 46,325,857
A reconciliation of income before income tax and income tax expense recognized in profit or loss was as
follows:
Years Ended December 31
2019
2018
Income before tax
$ 389,845,336
$ 397,510,263
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
$ 79,053,188
$ 80,865,915
(4,180,168)
(39,808,121)
10,367,916
5,903,794
2,539,966
(54,543,521)
21,455,854
7,420,479
(Continued)
- 55 -
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
Years Ended December 31
2019
2018
$
-
$
(1,065,068)
(5,925,431)
44,346,110
196,882
(41,465)
(1,474,808)
(3,072,554)
(6,028,374)
47,162,957
(989,984)
152,884
Income tax expense recognized in profit or loss
$ 44,501,527
$ 46,325,857
(Concluded)
Under the amendment to the R.O.C Statute of Industrial Innovation in 2019, the amounts of
unappropriated earnings in 2018 and thereafter used for building or purchasing specific assets or
technologies can qualify for deduction when computing the income tax on unappropriated earnings.
In 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
Years Ended December 31
2019
2018
$ (30,468)
$ 103,339
9,476
-
91,828
562
$ (20,992)
$ 195,729
c. Deferred income tax balance
The analysis of deferred income tax assets and liabilities was as follows:
December 31,
2019
December 31,
2018
$ 13,547,220
2,150,352
1,016,248
469,430
323,093
65,740
356,275
$ 11,839,221
2,594,003
1,084,874
750,995
271,711
56,191
209,392
$ 17,928,358
$ 16,806,387
(Continued)
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
- 56 -
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
December 31,
2019
December 31,
2018
$
(333,606) $
(10,787)
(61,677)
(171,607)
$
(344,393) $
(233,284)
(Concluded)
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
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
Year Ended December 31, 2019
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
$
$ 11,839,221
2,594,003
1,084,874
750,995
271,711
56,191
209,392
$
1,727,762
(443,194 )
(38,158 )
(280,734 )
59,365
73
151,063
$
-
-
(30,468 )
-
-
9,476
-
(19,763 )
(457 )
-
(831 )
(7,983 )
$ 13,547,220
2,150,352
1,016,248
469,430
323,093
-
(4,180 )
65,740
356,275
$ 16,806,387
$
1,176,177
$
(20,992 )
$
(33,214 )
$ 17,928,358
$
(61,677 )
(171,607 )
$
(271,929 )
160,820
$
$
(233,284 )
$
(111,109 )
$
-
-
-
$
$
-
-
-
$
(333,606 )
(10,787 )
$
(344,393 )
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 )
- 57 -
d. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2019 and 2018, the aggregate deductible temporary differences for which no deferred
income tax assets have been recognized amounted to NT$33,445,504 thousand and NT$20,060,918
thousand, respectively.
e. Unused tax-exemption information
As of December 31, 2019, the profits generated from the following projects of TSMC are exempt from
income tax for a five-year period:
Tax-exemption Period
Construction and expansion of 2009 by TSMC
2018 to 2022
f. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2019 and 2018, the aggregate taxable temporary differences associated with
investments
to
income
NT$131,085,673 thousand and NT$112,893,001 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 2017. All investment tax credit
adjustments assessed by the tax authorities have been recognized accordingly.
28. EARNINGS PER SHARE
Basic EPS
Diluted EPS
EPS is computed as follows:
Years Ended December 31
2019
2018
$ 13.32
$ 13.32
$ 13.54
$ 13.54
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2019
Basic/Diluted EPS
Net income available to common shareholders
of the parent
$ 345,263,668
25,930,380
$ 13.32
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
- 58 -
29. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
Years Ended December 31
2019
2018
a. Depreciation of property, plant and equipment and right-of-use
assets
Recognized in cost of revenue
Recognized in operating expenses
Recognized in other operating income and expenses
$ 256,530,964 $ 264,804,741
23,292,299
27,857
24,856,701
24,167
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
$ 281,411,832 $ 288,124,897
$
3,069,901 $
2,402,508
2,073,480
2,347,925
$
5,472,409 $
4,421,405
c. Research and development costs expensed as incurred
$ 91,418,746 $ 85,895,569
d. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Other employee benefits
$
2,609,733 $
259,596
2,869,329
2,568,945
281,866
2,850,811
107,115,281 105,364,132
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 109,984,610 $ 108,214,943
$ 64,701,955 $ 63,597,704
44,617,239
45,282,655
$ 109,984,610 $ 108,214,943
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$23,165,745 thousand and NT$23,570,040 thousand for the years ended December 31, 2019 and 2018,
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$23,165,745
thousand and NT$360,404 thousand in cash for 2019, respectively, 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, and 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, had been approved by
the Board of Directors of TSMC held on February 11, 2020, February 19, 2019 and February 13, 2018,
- 59 -
respectively. There is no significant difference between the aforementioned approved amounts and the
amounts charged against earnings of 2019, 2018 and 2017, 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.
30. CASH FLOW INFORMATION
a. Non-cash transactions
Years Ended December 31
2019
2018
Additions of property, plant and equipment
Changes in other financial assets
Exchange of assets
Changes in payables to contractors and equipment suppliers
Transferred to initial carrying amount of hedged items
$ 564,283,073 $ 300,024,401
1,555,387
-
13,979,931
22,162
472,504
(3,287,138)
(100,964,013)
(82,276)
Payments for acquisition of property, plant and equipment
$ 460,422,150 $ 315,581,881
Acquisition of financial assets at FVTOCI
Changes in other financial assets
Changes in accrued expenses and other current liabilities
$ 257,824,493 $ 100,759,582
(23,775)
-
(4,323,021)
(266,253)
Payments for acquisition of financial assets at FVTOCI
$ 257,558,240 $ 96,412,786
Disposal of financial assets at FVTOCI
Changes in other financial assets
$ 229,525,134 $ 90,545,153
(3,905,831)
919,352
Proceeds from disposal of financial assets at FVTOCI
$ 230,444,486 $ 86,639,322
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1,
2019
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2019
Non-cash changes
Short-term loans
Guarantee deposits
Lease liabilities
Bonds payable
$ 88,754,640 $ 31,804,302
$
(2,036,652 ) $
10,189,045
19,903,615
91,800,000
(639,066 )
(3,174,032 )
(34,900,000 )
4,474
(73,290 )
-
$
-
-
419,697
-
(7,824,572 )
240,927
-
- $ 118,522,290
1,729,881
17,316,917
56,900,000
Total
$ 210,647,300 $
(6,908,796 ) $
(2,105,468 ) $
419,697
$
(7,583,645 ) $ 194,469,088
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 guarantee deposits refunded to customers by offsetting related accounts receivable, financial cost
of lease liabilities and amortization of bonds payable.
- 60 -
31. 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.
32. 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,
2019
December 31,
2018
326,839
$
134,776,779
25,884
612,740,640
3,504,590
$
107,067,490
23,497
745,585,774
$ 747,870,142
$ 856,181,351
$
982,349
1,798
533,581,640
$
40,825
155,832
318,475,704
$ 534,565,787
$ 318,672,361
Note 1: Financial assets mandatorily measured at FVTPL.
Note 2: Including notes and accounts receivable (net), equity and debt 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, cash dividends payable, accrued expenses and other current liabilities,
bonds payable and guarantee deposits.
b. Financial risk management objectives
The Company seeks to ensure that sufficient cost-efficient funding is 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.
- 61 -
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, the 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.
Foreign currency risk
The majority of the Company’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 exchanges 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 revenue and operating profit as expressed in NT dollar. The Company uses foreign currency
derivative contracts, such as currency forwards or currency swaps, to protect against currency exchange
rate risks associated with non-NT dollar-denominated assets and liabilities and certain forecasted
transactions. The Company 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 financial impact on the Company caused by the effect of foreign currency exchange
rate movements on the assets and liabilities.
Based on a sensitivity analysis performed on the Company’s total monetary assets and liabilities for the
years ended December 31, 2019 and 2018, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$2,137,338 thousand and NT$506,369 thousand,
respectively, and decreased its other comprehensive income by NT$107,690 thousand and NT$315,571
thousand, respectively, after taking into account hedges and offsetting positions.
Interest rate risk
The Company is exposed to interest rate risks primarily related to its investment portfolio and bank loans.
Changes in interest rates affect the interest earned on the Company’s cash and cash equivalents as well
as fixed income securities and the fair value of those securities as well as the interest paid on its bank
loans. Because all of the Company’s bonds issued are fixed-rate and measured at amortized cost, changes
in interest rates would not affect the cash flows and the fair value.
The Company’s cash and cash equivalents as well as fixed income investments in both fixed- and floating-
rate securities carry a degree of interest rate risk. The majority of the Company’s fixed income
investments are fixed-rate securities and classified as FVTOCI, and may have their fair value adversely
affected due to a rise in interest rates, while cash and cash equivalents as well as floating-rate securities
may generate less interest income than predicted if interest rates fall. The Company has entered, and may
enter in the future, into interest rate futures to partially hedge the fair value change in its fixed income
investments. However, these hedges can offset only a small portion of the financial impact from
movements in interest rates.
Based on a sensitivity analysis performed on fixed income investments at the end of the reporting period,
an interest rate increase of 100 basis points (1.00%) across all maturities would have decreased the fair
value by NT$3,517,424 thousand and NT$2,697,715 thousand for the years ended December 31, 2019
and 2018, respectively. The decreases were composed of NT$3,516,604 thousand decrease and
NT$2,449,954 thousand decrease in other comprehensive income, and NT$820 thousand decrease and
NT$247,761 thousand decrease in net income for the years ended December 31, 2019 and 2018,
respectively.
- 62 -
As for the Company’s bank loans, all of them are floating-rate loans. A rise in interest rates may incur
higher interest expense than predicted.
Other price risk
The Company is exposed to equity price risk arising from financial assets at FVTOCI.
Assuming a hypothetical decrease of 10% in prices of the equity investments at the end of the reporting
period for the years ended December 31, 2019 and 2018, the other comprehensive income would have
decreased by NT$401,879 thousand and NT$427,101 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.
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, 2019 and 2018, the Company’s ten largest customers accounted for 79% of accounts
receivable in both years. The Company considers the concentration of credit risk for the remaining
accounts receivable not material.
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.
- 63 -
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:
loss
Doubtful
In default
Write-off
(1) Within investment grade
(2) Between BB+ and BB-
Credit rating on trade date and
valuation date:
(1) From investment grade to non-
investment grade
(2) From BB+~BB- to B+~CCC-
Credit rating CC or below
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-not credit impaired
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the years ended December 31, 2019 and 2018, the expected credit loss increases NT$655 thousand
and decreases NT$1,040 thousand, respectively. The changes are mainly due to investment portfolio
adjustment.
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
1-3 Years
3-5 Years
More Than
5 Years
Total
December 31, 2019
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
$ 118,562,641
$
parties)
Payables to contractors and
equipment suppliers
40,205,966
140,810,703
$
-
-
-
$
-
-
-
45,760,898
32,338,853
-
7,777,715
-
18,203,601
-
-
-
-
-
$ 118,562,641
40,205,966
140,810,703
45,760,898
58,320,169
Accrued expenses and other current
liabilities
Bonds payable
Lease liabilities (including those
classified under accrued expenses
and other current liabilities)
Guarantee deposits (including those
classified under accrued expenses
and other current liabilities)
2,475,177
2,782,860
2,484,478
10,947,730
18,690,245
1,552,977
381,707,215
121,047
10,681,622
55,501
20,743,580
356
10,948,086
1,729,881
424,080,503
(Continued)
- 64 -
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$ 141,450,762
(141,128,914)
321,848
$
$
-
-
-
$
-
-
-
-
-
-
$ 141,450,762
(141,128,914)
321,848
$ 382,029,063
$ 10,681,622
$ 20,743,580
$ 10,948,086
$ 424,402,351
(Concluded)
Additional information about the maturity analysis for lease liabilities:
Less than 5
Years
5-10 Years
10-15 Years
15-20 Years
More Than
20 Years
Lease liabilities
$
7,742,515 $
5,581,116 $
3,691,272 $
1,600,962 $
74,380
Less Than
1 Year
1-3 Years
3-5 Years
More Than
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)
-
-
-
-
-
-
$ 259,327,004
$ 38,232,405
$ 23,441,141
$
-
-
-
-
-
-
-
-
-
-
-
$ 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)
$ 321,000,550
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).
The timing of transfers between levels within the fair value hierarchy is at the end of reporting period.
- 65 -
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, 2019
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Convertible bonds
Agency mortgage-backed
securities
Financial assets at FVTOCI
Investments in debt instruments
Agency bonds/Agency
mortgage-backed securities
Corporate bonds
Government bonds
Asset-backed securities
Investments in equity instruments
Non-publicly traded equity
investments
Notes and accounts receivable, net
Hedging financial assets
Fair value hedges
$
$
-
-
-
-
$
162,155
-
$
-
123,759
$
162,155
123,759
40,925
-
40,925
$
203,080
$
123,759
$
326,839
$
-
-
12,678,086
-
$ 51,966,460
51,790,045
146,137
10,815,849
$
-
-
-
-
$ 51,966,460
51,790,045
12,824,223
10,815,849
-
-
39,196
3,255,865
4,085,141
-
4,124,337
3,255,865
$ 12,678,086
$ 118,013,552
$ 4,085,141
$ 134,776,779
Interest rate futures contracts
$
22,380
$
-
$
Cash flow hedges
Forward exchange contracts
-
3,504
$
22,380
$
3,504
$
-
-
-
$
22,380
3,504
$
25,884
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
982,349
$
-
$
982,349
Hedging financial liabilities
Cash flow hedges
Forward exchange contracts
$
-
$
1,798
$
-
$
1,798
- 66 -
Level 1
Level 2
Level 3
Total
December 31, 2018
$
$
-
-
-
$ 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
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
Forward exchange contracts
$
-
$
23,497
$
-
$
23,497
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
Reconciliation of Level 3 fair value measurements of financial assets
The financial assets measured at Level 3 fair value were financial assets at FVTPL and equity
investments classified as financial assets at FVTOCI. Reconciliations for the years ended December
31, 2019 and 2018 were as follows:
Years Ended December 31
2019
2018
Balance, beginning of year
Additions
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
Transfers out of level 3 (Note)
Effect of exchange rate changes
$ 3,910,681
372,315
129,497
(76,532)
(43,610)
(83,451)
$ 5,841,384
212,488
(2,141,421)
(175,731)
-
173,961
Balance, end of year
$ 4,208,900
$ 3,910,681
- 67 -
Note: The transfer from level 3 to level 2 is because observable market data became available for the
equity investments.
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, government bonds, commercial papers and non-publicly traded equity
investments are determined by quoted market prices provided by third party pricing services.
Forward exchange contracts are measured using forward exchange rates and the discounted
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.
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.
The asset approach takes into account the net asset value measured at the fair value by independent
parties. On December 31, 2019 and 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$34,843 thousand and 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, 2019 and 2018,
the Company uses unobservable inputs, which include expected returns, discount rate of 10%,
discount 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 values, for which
the recent financing activities of investees, the market transaction prices of the similar companies and
market conditions are considered.
In addition, the fair values of convertible bonds are determined by the present value of future cash
flow based on a discount rate reflecting issuer’s credit spread and market conditions, combined with
the fair value of conversion option estimated by the option pricing model considering recent financing
activities of the investee and market transaction prices of the similar companies.
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.
- 68 -
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:
Financial assets
Financial assets at amortized costs
Corporate bonds
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
Financial assets
Financial assets at amortized costs
Corporate bonds
Commercial paper
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2019
Carrying
Amount
Level 2
Fair Value
$ 7,648,798
$ 7,718,731
$ 56,900,000
$ 57,739,115
December 31, 2018
Carrying
Amount
Level 2
Fair Value
$ 19,511,794
2,294,098
$ 19,554,553
2,296,188
$ 21,805,892
$ 21,850,741
$ 91,800,000
$ 93,171,255
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 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.
- 69 -
33. 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 i n 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
TSMC Education and Culture Foundation
TSMC Charity Foundation
Associates
Associates
Associates
Associates
Other related parties
Other related parties
b. Net revenue
Item
Related Party Categories
Net revenue from sale of goods Associates
Other related parties
Years Ended December 31
2019
2018
$ 6,253,895
-
$ 8,980,079
330
$ 6,253,895
$ 8,980,409
Net revenue from royalties
Associates
$
183,583
$
362,259
c. Purchases
Related Party Categories
Associates
d. Receivables from related parties
Years Ended December 31
2019
2018
$ 6,301,417
$ 8,809,533
December 31,
2019
December 31,
2018
Item
Related Party Name/Categories
Receivables from related
parties
GUC
Xintec
$
741,898
120,172
$
481,934
102,478
$
862,070
$
584,412
(Continued)
- 70 -
Item
Related Party Name/Categories
December 31,
2019
December 31,
2018
Other receivables from related SSMC
parties
VIS
Other associates
e. Payables to related parties
$
$
46,506
3,920
1,227
53,780
10,423
825
$
51,653
$
65,028
(Concluded)
December 31,
2019
December 31,
2018
Item
Related Party Name/Categories
Payables to related parties
Xintec
SSMC
VIS
Others
f. Others
$
$
736,860
487,944
153,977
56,119
649,812
362,564
357,080
7,043
$ 1,434,900
$ 1,376,499
Years Ended December 31
2019
2018
Item
Related Party Categories
Manufacturing expenses
Associates
$ 2,822,989
$ 2,974,581
Research and development
Associates
expenses
$
163,425
$
83,145
General and administrative
Other related parties
expenses
$
120,000
$
120,756
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.
- 71 -
g. Compensation of key management personnel
The compensation to directors and other key management personnel for the years ended December 31,
2019 and 2018 were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2019
2018
$ 1,922,191
2,686
$ 2,004,881
3,383
$ 1,924,877
$ 2,008,264
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.
34. PLEDGED ASSETS
The Company provided certificate of deposits recorded in other financial assets as collateral mainly for
building lease agreements. As of December 31, 2019 and 2018, the aforementioned other financial assets
amounted to NT$114,467 thousand and NT$124,244 thousand, respectively.
35. 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, 2019, 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, 2019.
c. In February 2019, Innovative Foundry Technologies LLC (“IFT”) filed a complaint in the U.S. District
Court for the District of Delaware alleging that TSMC and TSMC Technology Inc. infringe five U.S.
patents. IFT also filed a complaint in the U.S. International Trade Commission (the “ITC”) alleging that
TSMC, TSMC North America, TSMC Technology Inc., and other companies infringe the same patents.
The ITC instituted an investigation in March 2019. Both parties agreed to end the dispute and the ITC
terminated the investigation in October 2019. The pending litigation in the U.S. District Court for the
District of Delaware was dismissed at the same time.
- 72 -
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, 2019 and 2018 were NT$59,976
thousand and NT$70,702 thousand, respectively.
36. 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, 2019
Financial assets
Monetary items
USD
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
$
4,725,056
455,984
3,638
72,369,239
29.988
33.653
0.2751
6.966(Note 2)
$ 141,694,967
13,674,047
122,418
19,908,778
6,018,287
2,551,824
101,455,514
29.988
33.653
0.2751
180,476,401
85,876,547
27,910,412
(Continued)
- 73 -
December 31, 2018
Financial assets
Monetary items
USD
USD
EUR
JPY
Non-monetary items
HKD
Financial liabilities
Monetary items
USD
EUR
JPY
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
$
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
(Concluded)
Note 1: Except as otherwise noted, exchange rate represents the number of NT dollar for which one foreign
currency could be exchanged.
Note 2: The exchange rate represents the number of RMB for which one U.S. dollar 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, 2019 and 2018, 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.
37. SIGNIFICANT OPERATION LOSSES
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. An estimated loss of NT$3,400,000 thousand related to this event was recognized in
cost of revenue for the three months ended March 31, 2019.
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.
38. 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;
- 74 -
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 10;
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.
39. OPERATING SEGMENTS INFORMATION
a. Operating segments, segment revenue and operating results
TSMC’s chief operating decision makers periodically review operating results, focusing on operating
income generated by foundry segment. Operating results are used for resource allocation and/or
performance assessment. As a result, 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 basis for the measurement of income from operations 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.
- 75 -
b. Geographic and major customers information were as follows:
1) Geographic information
Noncurrent Assets
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
December 31,
2019
December 31,
2018
$1,344,352,664 $1,039,471,321
7,569,797
43,574,538
8,269
13,138
-
8,850,099
38,586,614
186,238
27,074
3,064
$1,392,005,753 $1,090,637,063
Noncurrent assets include property, plant and equipment, right-of-use assets, intangible assets and
other noncurrent assets.
2) Major customers representing at least 10% of net revenue
Years Ended December 31
2019
2018
Amount
%
Amount
%
Customer A
Customer B
$ 247,213,291
152,876,885
23
14
$ 224,690,695
83,885,616
22
8
- 76 -
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Taiwan Semiconductor Manufacturing
Company Limited
Parent Company Only Financial Statements for the
Years Ended December 31, 2019 and 2018 and
Independent Auditors’ Report
- 105 -
- 106 -
assets to be capable of operating in the intended manner. Changes in these assumptions could have a significant
impact on when depreciation is recognized.
Given the subjectivity in determining the date to commence depreciation of EUI/CIP, performing audit procedures
to evaluate the reasonableness of the Company’s judgements and assumptions required a high degree of auditor
judgement. Consequently, the validity of commencement of depreciation related to PP&E classified as EUI/CIP
is identified as a key audit matter.
Our audit procedures related to the evaluation of when to commence depreciation of EUI/CIP included the
following, among others:
1. We read the Company’s policy and understand the criteria used to determine when to commence depreciation.
2. We tested the effectiveness of the controls over the evaluation of when to commence depreciation of EUI/CIP.
3. We sampled EUI/CIP at year end and performed the following for each selection:
a. Evaluated whether the selection did not meet the criteria specified by the Company for commencement
of depreciation.
b. Observed the assets and evaluated their status at year end.
4. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the Company for
commencement of depreciation during the year.
5. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the Company for
commencement of depreciation subsequent to year end.
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.
- 107 -
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.
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 parent company only 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 parent company only financial statements for the year ended December 31,
2019 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.
- 108 -
- 109 -
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
Financial assets at amortized cost
Hedging financial assets (Note 8)
Notes and accounts receivable, net (Note 9)
Receivables from related parties (Note 31)
Other receivables from related parties (Note 31)
Inventories (Notes 5 and 10)
Other financial assets
Other current assets
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income
Investments accounted for using equity method (Note11)
Property, plant and equipment (Notes 5 and 12)
Right-of-use assets (Notes 5 and 13)
Intangible assets (Notes 5 and 14)
Deferred income tax assets (Notes 5 and 25)
Refundable deposits and others
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 15 and 28)
Financial liabilities at fair value through profit or loss (Note 7)
Hedging financial liabilities (Note 8)
Accounts payable
Payables to related parties (Note 31)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors (Note 27)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 19)
Income tax payable (Notes 5 and 25)
Long-term liabilities - current portion (Notes 16 and 28)
Accrued expenses and other current liabilities (Notes 5, 13, 18, 20, 28 and 31)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 16 and 28)
Deferred income tax liabilities (Notes 5 and 25)
Lease liabilities (Notes 5, 13 and 28)
Net defined benefit liability (Note 17)
Guarantee deposits (Notes 18 and 28)
Others
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 19)
Capital surplus (Note 19)
Retained earnings (Note 19)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 19)
Total equity
TOTAL
The accompanying notes are an integral part of the parent company only financial statements.
- 110 -
December 31, 2019
Amount
%
December 31, 2018
Amount
%
$ 141,450,698
27,481
-
-
3,504
49,124,933
82,194,501
968,123
76,263,851
358,245
4,726,789
6
-
-
-
-
2
4
-
4
-
-
$ 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
-
-
355,118,125
16
469,966,106
23
877,110
558,503,889
1,310,900,634
15,030,020
16,271,444
16,728,622
2,046,228
-
24
57
1
1
1
-
963,610
549,560,884
1,025,286,941
-
12,429,930
15,586,674
1,666,863
-
26
49
-
1
1
-
1,920,357,947
84
1,605,494,902
77
$ 2,275,476,072
100
$ 2,075,461,008
100
$ 148,510,290
982,302
1,798
36,029,135
5,716,635
14,215,161
23,526,149
139,754,491
129,651,902
32,241,052
31,800,000
43,111,632
$
7
-
-
2
-
1
1
6
6
1
1
2
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
605,540,547
27
328,060,518
16
25,100,000
333,606
13,300,263
9,182,496
170,446
438,590
48,525,401
1
-
1
-
-
-
2
56,900,000
233,284
-
9,651,405
3,346,648
451,488
70,582,825
3
-
-
1
-
-
4
654,065,948
29
398,643,343
20
259,303,805
56,339,709
11
2
259,303,805
56,315,932
12
3
311,146,899
10,675,106
1,011,512,974
1,333,334,979
14
-
45
59
276,033,811
26,907,527
1,073,706,503
1,376,647,841
(27,568,369)
(1)
(15,449,913)
13
1
52
66
(1)
1,621,410,124
71
1,676,817,665
80
$ 2,275,476,072
100
$ 2,075,461,008
100
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2019
2018
Amount
%
Amount
%
NET REVENUE (Notes 5, 20 and 31)
$1,059,646,793 100
$1,023,925,713 100
COST OF REVENUE (Notes 5, 10, 27, 31 and 34)
579,507,047 55
530,861,166 52
GROSS PROFIT BEFORE REALIZED
(UNREALIZED) GROSS PROFIT ON SALES TO
SUBSIDIARIES AND ASSOCIATES
REALIZED (UNREALIZED) GROSS PROFIT ON
480,139,746 45
493,064,547 48
SALES TO SUBSIDIARIES AND ASSOCIATES
3,395
-
(109,046)
-
GROSS PROFIT
480,143,141 45
492,955,501 48
OPERATING EXPENSES (Notes 5, 27 and 31)
Research and development
General and administrative
Marketing
90,482,815
20,353,327
3,231,777
8
2
-
84,944,461
19,113,298
3,201,670
8
2
-
Total operating expenses
114,067,919 10
107,259,429 10
OTHER OPERATING INCOME AND EXPENSES,
NET (Notes 12, 13, 21 and 27)
(151,230)
-
(1,668,234)
-
INCOME FROM OPERATIONS
365,923,992 35
384,027,838 38
NON-OPERATING INCOME AND EXPENSES
Share of profits of subsidiaries and associates (Note
11)
Other income (Note 22)
Foreign exchange gain, net (Note 33)
Finance costs (Note 23)
Other gains and losses (Note 24)
22,906,788
2,180,251
1,994,370
(3,191,609)
(1,068,573)
Total non-operating income and expenses
22,821,227
2
-
-
-
-
2
12,509,959
2,005,107
1,927,029
(2,903,454)
(1,368,326)
12,170,315
1
-
-
-
-
1
INCOME BEFORE INCOME TAX
388,745,219 37
396,198,153 39
INCOME TAX EXPENSE (Notes 5 and 25)
43,481,551
4
45,067,269
5
NET INCOME
345,263,668 33
351,130,884 34
(Continued)
- 111 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 5, 17, 19 and 25)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit obligation
Unrealized gain/(loss) on investments in equity
instruments at fair value through other
comprehensive income
Gain (loss) on hedging instruments
Share of other comprehensive income (loss) of
subsidiaries and associates
Income tax benefit (expense) 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
2019
2018
Amount
%
Amount
%
$
253,895
-
$
(861,162)
-
121,740
(109,592)
194,524
(20,992)
439,575
-
-
-
-
-
(1,189,957)
40,975
(2,135,880)
195,729
(3,950,295)
-
-
-
-
-
1
-
1
foreign operations
(14,698,117)
(2)
14,578,483
Share of other comprehensive income (loss) of
subsidiaries and associates
2,435,334
(12,262,783)
-
(2)
(794,057)
13,784,426
Other comprehensive income (loss) for the year,
net of income tax
(11,823,208)
(2)
9,834,131
1
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$ 333,440,460 31
$ 360,965,015 35
EARNINGS PER SHARE (NT$, Note 26)
Basic earnings per share
Diluted earnings per share
$
$
13.32
13.32
$
$
13.54
13.54
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 112 -
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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:
2019
2018
$ 388,745,219
$ 396,198,153
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 (reversal of impairment loss) on property, plant and
267,464,543
5,338,886
3,191,609
274,340,540
4,352,847
2,903,454
(12,509,959)
(1,847,202)
557,598
(5,933)
(22,906,788)
(2,002,877)
582,289
(6,183)
equipment
Loss (gain) on financial instruments at fair value through profit or
loss, net
Gain on disposal of investments accounted for using equity method,
net
Unrealized (realized) gross profit on sales to subsidiaries and
associates
Gain (loss) on foreign exchange, net
Dividend income
Gain on lease modification
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
Net defined benefit liability
Cash generated from operations
Income taxes paid
(301,384)
423,468
18,291
(17,729)
(15,200)
-
(3,395)
(6,289,978)
(177,374)
(2,555)
109,046
2,732,445
(157,905)
-
964,207
(20,264,116)
4,258,083
442,439
21,824,309
(211,869)
(515,166)
5,626,778
1,169,883
1,772,454
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
(393,163)
(3,618,263)
(215,014)
531,310
(21,092,059)
(60,461)
612,057,615
(43,956,272)
644,475,665
(51,043,594)
Net cash generated by operating activities
593,432,071
568,101,343
(Continued)
- 114 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2019
2018
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
Proceeds from disposal or redemption of:
-
$
(2,294,098)
(450,287,869) (298,099,157)
(6,885,163)
(9,252,712)
$
Financial assets at fair value through other comprehensive income
Property, plant and equipment
Intangible assets
Proceeds from return of capital of financial assets carried at cost
Proceeds from return of capital of investments in equity instruments at
fair value through other comprehensive income
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
775,282
1,118,338
-
2,300,000
1,107
(93,536)
2,016,735
177,374
651,971
4,707,118
15,881
-
3,456
57,954
1,815,330
157,905
2,225,194
(1,447,188)
1,007,262
3,769,150
(2,218,292)
1,762,043
Net cash used in investing activities
(451,460,013) (296,555,902)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Repayment of bonds
Repayment of the principal portion of lease liabilities
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
59,615,602
(34,900,000)
(2,630,308)
(3,536,180)
23,063
(4,061)
27,154,770
(24,300,000)
-
(2,957,663)
1,625,526
(120,717)
(259,303,805) (207,443,044)
(64,633,400)
144,676
10,095
(10,602)
18,500
3,906
Net cash used in financing activities
(240,723,885) (270,519,757)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
(98,751,827)
1,025,684
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
240,202,525
239,176,841
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 141,450,698
$ 240,202,525
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 115 -
Taiwan Semiconductor Manufacturing Company Limited
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(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 11, 2020.
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 16 “Leases”
IFRS 16 sets out the accounting standards for leases that supersedes IAS 17 “Leases”, IFRIC 4
“Determining whether an Arrangement contains a Lease”, and a number of related interpretations.
Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Company applies 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 are not reassessed and are accounted for in accordance
with the transitional provisions under IFRS 16.
- 116 -
The Company as lessee
Except for payments for short-term leases which are recognized as expenses on a straight-line basis,
the Company recognizes 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
presents the depreciation expense charged on right-of-use assets separately from the interest expense
accrued on lease liabilities, which is 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.
The Company applies IFRS 16 retrospectively with the cumulative effect of the initial application
recognized at the date of initial application but does not restate comparative information.
Leases agreements classified as operating leases under IAS 17, except for short-term leases, are
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 applied the following practical expedients to measure right-of-use assets and lease
liabilities on January 1, 2019:
a) The Company applied a single discount rate to a portfolio of leases with reasonably similar
characteristics to measure lease liabilities.
b) The Company accounted for those leases for which the lease term ends on or before December
31, 2019 as short-term leases.
c) Except for lease payments, the Company excluded incremental costs of obtaining the lease from
right-of-use assets on January 1, 2019.
d) The Company determined 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
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
$ 18,721,881
(3,163,562)
$ 15,558,319
$ 14,652,188
3,106,390
$ 17,758,578
- 117 -
The Company as lessor
Except for sublease transactions, the Company does not make any adjustments for leases in which it
is a lessor, and accounts 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
are 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
$
-
b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers for
application starting from 2020 and the IFRSs issued by International Accounting Standards Board (IASB)
and endorsed by the FSC with effective date starting 2020
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
Reform”
Amendments to IAS 1 and IAS 8 “Definition of Material”
January 1, 2020 (Note 3)
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 retrospectively for annual reporting periods
beginning on or after January 1, 2020.
Note 3: The Company shall apply these amendments prospectively for annual reporting periods
beginning on or after January 1, 2020.
- 118 -
c. The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or Non-
January 1, 2022
current”
As of the date the accompanying parent company only financial statements were authorized for issue, 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 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.
- 119 -
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.
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
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.
- 120 -
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.
b. Impairment of financial assets
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
- 121 -
in other comprehensive income and does not reduce the carrying amount of the financial asset.
c. Derecognition of financial assets
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.
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
- 122 -
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.
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.
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.
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.
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.
- 123 -
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.
- 124 -
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 ove r their useful
lives, and it is computed using the straight-line method mainly over the following estimated useful lives:
buildings (assets used by the Company and assets subject to operating leases) - 10 to 20 years; machinery and
equipment - 5 years; and office equipment - 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
2019
For a contract that contains a lease component and non-lease component, the Company may elect to account
for the lease and non-lease components as a single lease component.
The Company as lessor
Rental income from operating lease is recognized on a straight-line basis over the term of the lease.
The Company as lessee
Except for short-term leases (leases of machinery and equipment and others) which are recognized as
expenses on a straight-line basis, the Company recognizes right-of-use assets and lease liabilities for all leases
at the commencement date of the lease.
Right-of-use assets are measured at cost. The cost of right-of-use assets comprises the initial measurement of
lease liabilities adjusted for lease payments made at or before the commencement date, plus an estimate of
costs needed to restore the underlying assets. Subsequent measurement is calculated as cost less accumulated
depreciation and accumulated impairment loss and adjusted for changes in lease liabilities as a result of lease
term modifications or other related factors. Right-of-use assets are presented separately in the parent company
only balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier
of the end of the useful lives of the right-of-use assets or the end of the lease terms. If the lease transfers
ownership of the underlying assets to the Company by the end of the lease terms or if the cost of right-of-use
assets reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use
assets from the commencement dates to the end of the useful lives of the underlying assets.
- 125 -
Lease liabilities are measured at the present value of the lease payments. Lease payments comprise fixed
payments, variable lease payments which depend on an index or a rate and the exercise price of a purchase
option if the Company is reasonably certain to exercise that option. The lease payments are discounted using
the lessee’s incremental borrowing rates.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest
expense recognized over the lease terms. When there is a change in a lease term, a change in future lease
payments resulting from a change in an index or a rate used to determine those payments, or a change in the
assessment of an option to purchase an underlying asset, the Company remeasures the lease liabilities with a
corresponding adjustment to the right-of-use assets. Lease liabilities are presented on a separate line in the
parent company only balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in
which they are incurred.
2018
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 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.
Impairment of Tangible Assets, Right-of-use Assets 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
- 126 -
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.
Tangible assets, right-of-use assets and other intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets (property,
plant and equipment), right-of-use assets and other 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.
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. 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
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.
- 127 -
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 em ployee
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, 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.
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.
- 128 -
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.
Critical Accounting Judgments
Revenue Recognition
The Company recognizes revenue when the conditions described in Note 4 are satisfied.
Commencement of Depreciation Related to Property, Plant and Equipment Classified as Equipment
under Installation and Construction in Progress (EUI/CIP)
As described in Note 4, commencement of depreciation related to EUI/CIP involves determining when the
assets are available for their intended use. The criteria the Company uses to determine whether EUI/CIP are
available for their intended use involves subjective judgements and assumptions about the conditions
necessary for the assets to be capable of operating in the intended manner.
Judgments on Lease Terms
In determining a lease term, the Company considers all facts and circumstances that create an economic
incentive to exercise or not to exercise an option, including any expected changes in facts and circumstances
from the commencement date until the exercise date of the option. Main factors considered include
contractual terms and conditions covered by the optional periods, and the importance of the underlying asset
to the lessee’s operations, etc. The lease term is reassessed if a significant change in circumstances that are
within the control of the Company occurs.
Key Sources of Estimation and Uncertainty
Estimation of Sales Returns and Allowances
Sales returns and other allowance is estimated and recorded based on historical experience and in
consideration of different contractual terms. The amount is deducted from revenue in the same period the
related revenue is recorded. The Company periodically reviews the reasonableness of the estimates.
- 129 -
Valuation of Inventory
Inventories are stated at the lower of cost or net realizable value, and the Company uses 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 normal waste, 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 determined mainly based on assumptions of future demand
within a specific time horizon.
Impairment of Tangible Assets, Right-of-use Assets and Intangible Assets Other than Goodwill
In the process of evaluating the potential impairment of tangible assets, right-of-use assets and intangible
assets other than goodwill, the Company determines 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 change in these estimates based on changed economic conditions or business
strategies could result in significant impairment charges or reversal in future years.
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.
Determination of Lessees’ Incremental Borrowing Rates
In determining a lessee’s incremental borrowing rate used in discounting lease payments, the Company
mainly takes into account the market risk-free rates, the estimated lessee’s credit spreads and secured status
in a similar economic environment.
6. CASH AND CASH EQUIVALENTS
December 31,
2019
December 31,
2018
Cash and deposits in banks
Repurchase agreements collateralized by corporate bonds
Commercial paper
$ 141,450,698
-
-
$ 238,473,857
1,229,600
499,068
$ 141,450,698
$ 240,202,525
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.
- 130 -
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets
Mandatorily measured at FVTPL
Forward exchange contracts
Financial liabilities
Held for trading
Forward exchange contracts
December 31,
2019
December 31,
2018
$ 27,481
$ 54,115
$ 982,302
$ 30,232
The Company entered into forward exchange contracts to manage exposures due to fluctuations of foreign
exchange rates. These forward exchange contracts did not meet the criteria for hedge accounting. Therefore,
the Company did not apply hedge accounting treatment for these forward exchange contracts.
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2019
Sell NT$/Buy EUR
Sell NT$/Buy JPY
Sell JPY/Buy US$
December 31, 2018
Sell NT$/Buy EUR
Sell NT$/Buy JPY
Sell US$/Buy JPY
Sell US$/Buy NT$
January 2020 to June 2020
January 2020 to March 2020
January 2020 to February 2020
NT$84,690,438/EUR2,509,000
NT$23,737,589/JPY85,600,000
JPY57,471,581/US$526,368
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
8. HEDGING FINANCIAL INSTRUMENTS
Financial assets- current
Cash flow hedges
Forward exchange contracts
Financial liabilities- current
Cash flow hedges
Forward exchange contracts
December 31,
2019
December 31,
2018
$ 3,504
$ 23,497
$ 1,798
$
1,941
- 131 -
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 years ended December
31, 2019 and 2018, refer to Note 19(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.
December 31, 2019
Hedging Instruments
Contract Amount
(In Thousands)
Maturity
Balance in
Other Equity
(Continuing
Hedges)
Forward exchange contracts
NT$1,342,392/EUR40,000
January 2020
$
(3,820 )
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
The effect for the years ended December 31, 2019 and 2018 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts
Foreign currency deposits
Increase
(Decrease) in Value Used for
Calculating Hedge
Ineffectiveness
Years Ended December 31
2019
2018
$(109,592)
-
$ 34,563
6,412
$(109,592)
$ 40,975
Hedged Items
Forecast transaction (capital expenditures)
$ 109,592
$ (40,975)
- 132 -
9. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2019
December 31,
2018
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 46,188,113
(319,045)
45,869,068
3,255,865
$ 33,097,452
(7,132)
33,090,320
3,595,069
$ 49,124,933
$ 36,685,389
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.
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 loss for credit-impaired
accounts receivable, the Company recognizes loss allowance based on the expected credit loss ratio of
customers by different risk levels with consideration of 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
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
Less: Loss allowance
December 31,
2019
December 31,
2018
$ 43,374,378
$ 29,258,313
6,054,771
10,864
720
3,245
(319,045)
6,956,366
464,879
7,548
5,415
(7,132)
$ 49,124,933
$ 36,685,389
All of the Company’s accounts receivable classified as at FVTOCI were not past due.
Movements of the loss allowance for accounts receivable
Balance, beginning of year
Provision (Reversal)
Balance, end of year
Years Ended December 31
2019
2018
7,132
$
311,913
$ 224,352
(217,220)
$ 319,045
$
7,132
For the years ended December 31, 2018 and 2019, the changes in loss allowance were mainly due to the
variations in the expected credit loss ratios and the balance of accounts receivable of different risk levels.
- 133 -
10. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2019
December 31,
2018
$ 8,533,179
49,268,466
15,046,116
3,416,090
$ 10,920,351
70,405,998
14,110,534
2,651,277
$ 76,263,851
$ 98,088,160
Reversal of write-down of inventories resulting from the increase in net realizable value and write-down of
inventories to net realizable value were included in the cost of revenue, as illustrated below:
Inventory losses (reversal of write-down of inventories)
$ (2,071,888) $ 1,098,915
The aforementioned inventory losses (reversal of write-down of inventories) exclude wafer contamination
losses and computer virus outbreak losses. Please refer to related losses in Note 34.
Years Ended December 31
2019
2018
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:
Subsidiaries
Principal Activities
TSMC Global Ltd.
(TSMC Global)
TSMC China
Company Limited
(TSMC China)
TSMC Partners, Ltd.
(TSMC Partners)
Investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
Investing in companies involved
in the design, manufacture, and
other related business in the
semiconductor industry and
other investment activities
Place of
Incorporation
and Operation
Tortola, British
Virgin Islands
Shanghai, China
Tortola, British
Virgin Islands
December 31,
2019
December 31,
2018
$ 539,843,621
18,660,268
$ 531,717,913
17,842,971
$ 558,503,889
$ 549,560,884
Carrying Amount
% of Ownership and Voting
Rights Held by the Company
December 31,
December 31,
December 31,
December 31,
2019
2018
$ 397,737,270
$ 393,577,931
57,289,154
55,466,911
2019
100%
100%
2018
100%
100%
53,388,267
52,339,094
100%
100%
TSMC Nanjing
Company Limited
(TSMC Nanjing)
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
TSMC North America Selling and marketing of
integrated circuits and other
semiconductor devices
Nanjing, China
21,364,939
20,601,413
100%
100%
4,569,825
4,269,393
100%
100%
(Continued)
San Jose,
California,
U.S.A.
- 134 -
Subsidiaries
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,
2019
2018
VisEra Technologies
Company Ltd.
(VisEra Tech)
TSMC Europe B.V.
(TSMC Europe)
VentureTech Alliance
Fund III, L.P.
(VTAF III)
TSMC Japan Limited
(TSMC Japan)
VentureTech Alliance
Fund II, L.P.
(VTAF II)
TSMC Korea Limited
(TSMC Korea)
TSMC Solar Europe
GmbH
Engaged in manufacturing
Hsinchu, Taiwan
$
4,541,741
$
4,531,929
electronic spare parts and in
researching, developing,
designing, manufacturing,
selling, packaging and testing
of color filter
Customer service and supporting
activities
Investing in new start-up
technology companies
Amsterdam, the
Netherlands
Cayman Islands
Customer service and supporting
Yokohama, Japan
activities
Investing in new start-up
technology companies
Cayman Islands
462,479
231,504
142,620
75,095
445,828
194,660
141,136
128,758
Customer service and supporting
Seoul, Korea
40,727
40,966
100%
activities
Selling of solar related products
Hamburg,
and providing customer service
Germany
-
(20,106 )
-
2019
87%
100%
98%
100%
98%
2018
87%
100%
98%
100%
98%
100%
100%
$ 539,843,621
$ 531,717,913
(Concluded)
To lower the hedging cost, in 2018, the Company increased its investment in TSMC Global for the amount
of NT$62,272,080 thousand. This project was approved by the Investment Commission, Ministry of
Economic Affairs, R.O.C. (MOEA).
In 2018, the Company increased its investment in TSMC Nanjing for the amount of NT$2,361,320
thousand. This project was approved by the Investment Commission, MOEA.
TSMC Solar Europe GmbH has completed the liquidation procedures in March 2019.
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,
2019
2018
2019
2018
Vanguard International
Manufacturing, selling,
Hsinchu, Taiwan
$
9,027,572
$
9,006,126
28%
28%
Semiconductor
Corporation (VIS)
Systems on Silicon
Manufacturing
Company Pte Ltd.
(SSMC)
Xintec Inc. (Xintec)
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
6,502,174
5,772,815
39%
39%
integrated circuits and other
semiconductor devices
Wafer level chip size packaging
Taoyuan, Taiwan
1,846,145
1,764,607
41%
41%
and wafer level post
passivation interconnection
service
Global Unichip
Researching, developing,
Hsinchu, Taiwan
1,284,377
1,299,423
35%
35%
Corporation (GUC)
manufacturing, testing and
marketing of integrated circuits
$ 18,660,268
$ 17,842,971
As of December 31, 2019 and 2018, 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.
- 135 -
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
12. PROPERTY, PLANT AND EQUIPMENT
2019
Assets used by the Company
Assets subject to operating leases
a. Assets used by the Company
December 31,
2019
December 31,
2018
$ 36,812,923
$ 11,251,774
$ 8,958,195
$ 27,621,298
$ 9,617,699
$ 3,783,585
December 31,
2019
$ 1,310,882,220
18,414
$ 1,310,900,634
Land
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2019
Additions
Disposals or retirements
Transfers from right-of-use
assets
$
3,212,000
-
-
$ 381,150,802
20,149,613
(158,970 )
$ 2,585,629,465
173,199,951
(21,635,299 )
$
43,722,686
6,908,814
(986,625 )
$ 171,277,329
355,119,486
-
$ 3,184,992,282
555,377,864
(22,780,894 )
-
-
619,779
-
-
619,779
Balance at December 31, 2019 $
3,212,000
$ 401,141,445
$ 2,737,813,896
$
49,644,875
$ 526,396,815
$ 3,718,209,031
Accumulated depreciation
and impairment
Balance at January 1, 2019
Additions
Disposals or retirements
Transfers from right-of-use
assets
Reversal of impairment
$
Balance at December 31, 2019 $
-
-
-
-
-
-
$ 198,301,715
24,077,824
(144,402 )
$ 1,931,489,635
235,731,567
(16,206,228 )
$
$
29,950,916
5,392,188
(985,679 )
-
-
20,659
(301,384 )
-
-
$ 222,235,137
$ 2,150,734,249
$
34,357,425
$
-
-
-
-
-
-
$ 2,159,742,266
265,201,579
(17,336,309 )
20,659
(301,384 )
$ 2,407,326,811
Carrying amounts at
December 31, 2019
$
3,212,000
$ 178,906,308
$ 587,079,647
$
15,287,450
$ 526,396,815
$ 1,310,882,220
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.
In the first quarter of 2019, the Company recognized a reversal of impairment loss of NT$301,384
thousand due to redeployment of certain idle machinery and equipment. Such reversal of impairment loss
was recognized in other operating income and expenses.
- 136 -
b. Assets subject to operating leases
Cost
Balance at January 1, 2019
Balance at December 31, 2019
Accumulated depreciation
Balance at January 1, 2019
Additions
Balance at December 31, 2019
Carrying amounts at December 31, 2019
Buildings
$ 494,582
$ 494,582
$ 457,657
18,511
$ 476,168
$ 18,414
Operating leases relate to leases of buildings with lease terms between 1 to 2 years. The lessees do not
have purchase options to acquire the assets at the expiry of the lease periods.
The maturity analysis of operating lease payments receivable for the buildings is as follows:
December 31,
2019
$ 1,458
Land
Buildings
Machinery and
Equipment
Office Equipment
Equipment under
Installation and
Construction in
Progress
Total
Year 1
2018
Cost
Balance at January 1, 2018
Additions
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
Impairment
$
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
$
3,212,000
$ 182,886,012
$ 654,139,830
$
13,771,770
$ 171,277,329
$ 1,025,286,941
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.
- 137 -
13. LEASE ARRANGEMENTS
2019
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery and equipment
Office equipment
Additions to right-of-use assets
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
Income from subleasing right-of-use assets (classified under
other operating income and expenses, net)
b. Lease liabilities
Carrying amounts
December 31,
2019
$ 13,830,199
402,836
775,809
21,176
$ 15,030,020
Year Ended
December 31,
2019
$ 639,879
Year Ended
December 31,
2019
$
944,052
105,873
1,184,374
10,154
$ 2,244,453
$
44,796
December 31,
2019
Current portion (classified under accrued expenses and other current liabilities)
Noncurrent portion
$ 1,843,556
13,300,263
$ 15,143,819
- 138 -
Ranges of discount rates for lease liabilities are as follows:
Land
Buildings
Machinery and equipment
Office equipment
c. Material terms of right-of-use assets
December 31,
2019
0.67%-0.94%
0.67%-0.71%
3.24%
0.64%-0.71%
The Company leases land and buildings mainly for the use of plants and offices with lease terms of 2 to
22 years. The lease contracts for land located in the R.O.C. specify that lease payments will be adjusted
every 2 years on the basis of changes in announced land value prices. The Company does not have
purchase options to acquire the leasehold land and buildings at the end of the lease terms.
The Company leases machinery and equipment for use in operation with lease terms of 2 years. The
Company has purchase options to acquire leasehold machinery and equipment at the end of the lease
terms.
d. Subleases of right-of-use assets
The Company subleases its right-of-use assets for buildings under operating leases with lease terms of 1
year.
The maturity analysis of lease payments receivable under operating subleases is as follows:
Year 1
e. Other lease information
Expenses relating to short-term leases
Expenses relating to variable lease payments not included in the
measurement of lease liabilities
Total cash outflow for leases
December 31,
2019
$ 50,862
Year Ended
December 31,
2019
$ 4,991,637
$
158,375
Year Ended
December 31,
2019
$ 7,324,585
- 139 -
2018
The Company’s major operating leases are arrangements on several parcels of land and machinery and
equipment.
The Company expensed the lease payments as follows:
Minimum lease payments
Future minimum lease payments under non-cancellable operating leases are as follows:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
14. INTANGIBLE ASSETS
Year Ended
December 31,
2018
$ 3,773,364
December 31,
2018
$ 5,510,729
4,957,770
8,253,382
$ 18,721,881
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2019
Additions
Disposals or retirements
$
1,567,756
-
-
$ 10,921,844
4,879,562
-
$ 29,140,011
3,639,706
(260,904 )
$
7,607,537
663,509
-
$ 49,237,148
9,182,777
(260,904 )
Balance at December 31, 2019
$
1,567,756
$ 15,801,406
$ 32,518,813
$
8,271,046
$ 58,159,021
Accumulated amortization and
impairment
Balance at January 1, 2019
Additions
Disposals or retirements
$
Balance at December 31, 2019
$
-
-
-
-
$
8,703,391
1,066,834
-
$ 22,863,319
3,610,902
(258,527 )
$
5,240,508
661,150
-
$ 36,807,218
5,338,886
(258,527 )
$
9,770,225
$ 26,215,694
$
5,901,658
$ 41,887,577
Carrying amounts at December 31, 2019
$
1,567,756
$
6,031,181
$
6,303,119
$
2,369,388
$ 16,271,444
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
$
-
-
-
-
$
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
Carrying amounts at December 31, 2018
$
1,567,756
$
2,218,453
$
6,276,692
$
2,367,029
$ 12,429,930
- 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 8.0% and 9.0% in its test of impairment as of December 31, 2019 and 2018,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2019 and 2018, the Company did not recognize any impairment loss on
goodwill.
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,
2019
December 31,
2018
$ 118,522,290
29,988,000
$ 88,754,640
3,227,700
$ 148,510,290
$ 91,982,340
$ 3,370,000
1,410,000
0%-2.22%
Due by July
2020
$ 2,715,000
242,000
0.01%-3.22%
Due by April
2019
The borrowing rates from loans between the Company and related parties should be determined by mutual
consent as the loan are repayable on related parties’ demand.
16. BONDS PAYABLE
Domestic unsecured bonds
Less: Current portion
December 31,
2019
December 31,
2018
$ 56,900,000
$ 91,800,000
(31,800,000) (34,900,000)
$ 25,100,000
$ 56,900,000
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
B
B
B
B
September 2011 to
September 2018
January 2012 to
January 2019
August 2012 to
August 2019
September 2012 to
September 2019
$ 7,500,000
1.63%
Bullet repayment;
interest payable
annually
7,000,000
1.46%
The same as above
9,000,000
1.40%
The same as above
9,000,000
1.39%
The same as above
(Continued)
- 141 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
101-3
101-4
102-1
102-2
102-3
102-4
-
A
B
C
A
B
C
A
B
B
C
D
E
F
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
$ 4,400,000
1.53%
Bullet repayment;
interest payable
annually
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
8,500,000
August 2013 to
August 2019
September 2013 to
March 2019
1,400,000
1.50%
1.70%
1.52%
1.60%
The same as above
The same as above
The same as above
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)
17. 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$2,063,508
thousand and NT$2,028,928 thousand for the years ended December 31, 2019 and 2018, respectively.
- 142 -
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.
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 (gain) arising from experience adjustments
Actuarial gain arising from changes in demographic
assumptions
Actuarial loss arising from changes in financial assumptions
Components of defined benefit costs recognized in other
comprehensive income
Total
Years Ended December 31
2019
2018
$
$
135,645
123,951
259,596
137,758
144,108
281,866
(124,344)
(438,009)
(233,239)
541,697
(71,288)
334,630
-
597,820
(253,895)
861,162
$
5,701
$ 1,143,028
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
2019
2018
$ 157,845
72,686
25,063
4,002
$ 177,772
79,143
20,591
4,360
$ 259,596
$ 281,866
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2019
December 31,
2018
Present value of defined benefit obligation
Fair value of plan assets
$ 13,484,090
(4,301,594)
$ 13,662,684
(4,011,279)
Net defined benefit liability
$ 9,182,496
$ 9,651,405
- 143 -
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
2019
2018
$ 13,662,684
135,645
175,401
$ 12,774,593
137,758
207,804
Actuarial loss (gain) arising from experience adjustments
Actuarial gain arising from changes in demographic
assumptions
Actuarial loss arising from changes in financial assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
(438,009)
334,630
(233,239)
541,697
(344,131)
(15,958)
-
597,820
(274,326)
(115,595)
Balance, end of year
$ 13,484,090
$ 13,662,684
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2019
2018
$ 4,011,279
51,450
$ 3,923,889
63,696
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
124,344
458,652
(344,131)
71,288
226,732
(274,326)
Balance, end of year
$ 4,301,594
$ 4,011,279
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,
2019
December 31,
2018
$
713,204
2,313,828
1,274,562
$
756,126
2,148,040
1,107,113
$ 4,301,594
$ 4,011,279
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:
Measurement Date
December 31,
2019
December 31,
2018
0.90%
3.00%
1.30%
3.00%
Discount rate
Future salary increase rate
- 144 -
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$724,963 thousand and NT$921,750 thousand
as of December 31, 2019 and 2018, 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$706,502 thousand and NT$901,629 thousand as of December 31, 2019 and 2018, 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$230,864 thousand to the defined benefit plans in the
next year starting from December 31, 2019. The weighted average duration of the defined benefit
obligation is 10 years.
18. GUARANTEE DEPOSITS
Capacity guarantee
Others
Current portion (classified under accrued expenses and other current
liabilities)
Noncurrent portion
December 31,
2019
December 31,
2018
$ 1,499,400
191,352
$ 9,289,628
205,020
$ 1,690,752
$ 9,494,648
$ 1,520,306
170,446
$ 6,148,000
3,346,648
$ 1,690,752
$ 9,494,648
Some of guarantee deposits were refunded to customers by offsetting related accounts receivable.
- 145 -
19. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2019
December 31,
2018
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, 2019, 1,065,122 thousand ADSs of the Company were traded on the NYSE. The
number of common shares represented by the ADSs was 5,325,610 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,
2019
December 31,
2018
$ 24,184,939
22,804,510
8,892,847
121,843
302,234
33,336
$ 24,184,939
22,804,510
8,892,847
121,473
282,820
29,343
$ 56,339,709
$ 56,315,932
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.
c. Retained earnings and dividend policy
The amendments to the Company’s Articles of Incorporation had been approved by the Company’s
shareholders in its meeting held on June 5, 2019, which stipulate that earnings distribution may be made
on a quarterly basis after the close of each quarter. Distribution of earnings by way of cash dividends
should be approved by the Company’s Board of Directors and reported to the Company’s shareholders
in its meeting.
The Company’s amended Articles of Incorporation provide that, when allocating earnings, the Company
shall first estimate and reserve the taxes to be paid, offset its losses, set aside a legal capital reserve at
10% of the remaining earnings (until the accumulated legal capital reserve equals the Company’s paid-in
- 146 -
capital), then set aside a special capital reserve in accordance with relevant laws or regulations or as
requested by the authorities in charge. Any balance left over shall be allocated according to relevant laws
and the Company’s Articles of Incorporation.
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.
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 2018 and 2017 earnings have been approved by the Company’s shareholders in its
meetings held on June 5, 2019 and June 5, 2018, respectively. The appropriations and cash dividends per
share were as follows:
Appropriation of Earnings
For Fiscal
Year 2017
For Fiscal
Year 2018
Cash Dividends Per Share
(NT$)
For Fiscal
Year 2018
For Fiscal
Year 2017
Legal capital reserve
Special capital reserve
Cash dividends to shareholders $ 207,443,044
$ 35,113,088
$ 34,311,148
$ (11,459,458) $ 26,907,527
$ 207,443,044
$8.0
$8.0
The appropriations of 2019 earnings for each quarter have been approved by the Company’s Board of
Directors in its meeting. The appropriations and cash dividends per share were as follows:
Resolution date of TSMC’s
Board of Directors in its
meeting
Fourth Quarter
of 2019
February 11,
2020
Special capital reserve
Cash dividends to shareholders
Cash dividends per share(NT$)
$
$
$
16,893,073
64,825,951
2.5
Third Quarter Second Quarter First Quarter
of 2019
August 13,
2019
of 2019
November 12,
2019
of 2019
June 5,
2019
3,289,166 $
$
$ 64,825,951 $ 64,825,951
2.5
2.5 $
$
(3,338,190) $
(4,723,939)
$ 51,860,761
2.0
$
- 147 -
d. Others
Changes in others were as follows:
Year Ended December 31, 2019
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
$ (12,042,347)
$ (3,429,324) $
23,601
$
(1,843) $ (15,449,913)
(14,698,117)
-
-
-
-
-
121,740
(162,118)
-
-
(130,936)
2,767,267
-
-
-
(109,592)
82,276
(105)
-
-
-
-
-
-
(14,698,117)
121,740
(162,118)
(109,592)
82,276
2,636,226
-
-
-
9,476
-
-
1,653
-
1,653
9,476
Balance, beginning of year
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 subsidiaries and associates
Share of unearned stock-based employee
compensation of subsidiaries and
associates
Income tax effect
Balance, end of year
$ (26,871,400)
$
(692,959) $
(3,820)
$
(190) $ (27,568,369)
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
Employee
Compensation
Total
$ (26,697,680)
$
(524,915) $
4,226
$
(10,290) $ (27,228,659)
14,578,483
-
-
-
-
-
(1,189,957)
1,193,056
-
-
76,850
(2,999,336)
-
-
-
91,828
-
-
-
40,975
(22,162)
-
-
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
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 subsidiaries and associates
Share of unearned stock-based employee
compensation of subsidiaries and
associates
Income tax effect
Balance, end of year
$ (12,042,347)
$ (3,429,324) $
23,601
$
(1,843) $ (15,449,913)
The aforementioned other equity includes the changes in other equities of the Company and the
Company’s share of its subsidiaries and associates.
- 148 -
20. 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
Years Ended December 31
2019
2018
$ 921,095,318 $ 906,992,422
116,933,291
138,551,475
$ 1,059,646,793 $ 1,023,925,713
Years Ended December 31
2019
2018
$
84,255,256 $
628,365,912
208,101,401
67,568,157
57,468,605
13,887,462
78,260,773
626,493,249
175,794,228
71,068,438
58,125,879
14,183,146
$ 1,059,646,793 $ 1,023,925,713
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
Platform
Smartphone
High Performance Computing
Internet of Things
Automotive
Digital Consumer Electronics
Others
Resolution
7-nanometer
10-nanometer
16-nanometer
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
- 149 -
Years Ended December 31
2019
2018
$ 518,553,492 $ 462,957,802
339,165,302
64,622,380
51,477,572
58,168,903
47,533,754
312,770,702
85,508,427
47,451,547
53,214,200
42,148,425
$ 1,059,646,793 $ 1,023,925,713
Years Ended December 31
2019
2018
$ 245,690,772
22,860,307
191,214,471
9,357,161
147,286,987
92,227,266
68,263,047
25,296,617
22,639,549
76,565,220
19,693,921
$ 81,146,571
96,600,008
186,415,724
23,412,787
177,484,309
101,481,881
75,734,952
36,543,823
20,638,247
80,886,264
26,647,856
$ 921,095,318
$ 906,992,422
Starting the first quarter of 2019, the Company reported its net revenue breakdown by platform, instead
of by application. The Company believes this change better represents the Company’s results.
b. Contract balances
December 31,
2019
December 31,
2018
January 1,
2018
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 4,095,915
$ 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.
The Company recognized revenue from the beginning balance of contract liability, which amounted to
NT$2,192,221 thousand and NT$30,742,181 thousand for the years ended December 31, 2019 and 2018,
respectively.
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$33,893,735 thousand and
NT$53,382,673 thousand for the years ended December 31, 2019 and 2018, respectively. As of December
31, 2019 and 2018, the aforementioned refund liabilities amounted to NT$17,673,937 thousand and
NT$21,199,032 thousand (classified under accrued expenses and other current liabilities), respectively.
21. OTHER OPERATING INCOME AND EXPENSES, NET
Loss on disposal or retirement of property, plant and equipment, net
Reversal of impairment loss (impairment loss) on property, plant and
$
(582,289)
$
(557,598)
Years Ended December 31
2019
2018
equipment
Others
22. OTHER INCOME
Interest income
Bank deposits
Financial assets at amortized cost
Dividend income
301,384
129,675
(423,468)
(687,168)
$
(151,230)
$ (1,668,234)
Years Ended December 31
2019
2018
$ 1,998,705
4,172
2,002,877
177,374
$ 1,845,471
1,731
1,847,202
157,905
$ 2,180,251
$ 2,005,107
- 150 -
23. FINANCE COSTS
Interest expense
Bank loans
Corporate bonds
Lease liabilities
Related parties
Others
24. OTHER GAINS AND LOSSES, NET
Loss on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
Gain on disposal of investments accounted for using equity method,
net
Other gains (losses), net
25. 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
2019
2018
$ 1,869,335
1,139,935
181,390
454
495
$ 1,417,287
1,485,486
-
681
-
$ 3,191,609
$ 2,903,454
Years Ended December 31
2019
2018
$ (1,361,538)
$ (1,498,856)
15,200
277,765
-
130,530
$ (1,068,573)
$ (1,368,326)
Years Ended December 31
2019
2018
$ 44,184,422
224,691
135,056
44,544,169
$ 50,511,247
(963,356)
149,771
49,697,662
-
(1,062,618)
(1,062,618)
(1,466,706)
(3,163,687)
(4,630,393)
Income tax expense recognized in profit or loss
$ 43,481,551
$ 45,067,269
- 151 -
A reconciliation of income before income tax and income tax expense recognized in profit or loss was as
follows:
Years Ended December 31
2019
2018
Income before tax
$ 388,745,219
$ 396,198,153
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
$ 77,749,044
$ 79,239,631
(4,124,417)
(39,808,121)
10,367,916
5,903,794
-
(1,062,618)
(5,903,794)
43,121,804
224,691
135,056
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
Income tax expense recognized in profit or loss
$ 43,481,551
$ 45,067,269
Under the amendment to the R.O.C Statute of Industrial Innovation in 2019, the amounts of
unappropriated earnings in 2018 and thereafter used for building or purchasing specific assets or
technologies can qualify for deduction when computing the income tax on unappropriated earnings.
In 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%.
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
Years Ended December 31
2019
2018
$ (30,468)
$ 103,339
9,476
-
91,828
562
$ (20,992)
$ 195,729
- 152 -
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
Investments in equity instruments at FVTOCI
Others
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
December 31,
2019
December 31,
2018
$ 12,927,764
2,120,873
1,016,248
437,327
65,667
160,743
$ 11,177,890
2,543,884
1,084,874
723,835
56,191
-
$ 16,728,622
$ 15,586,674
$
(333,606) $
-
(61,677)
(171,607)
$
(333,606) $
(233,284)
Year Ended December 31, 2019
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
$ 11,177,890
2,543,884
1,084,874
723,835
instruments at FVTOCI
$
$ 1,749,874
(423,011)
(38,158)
(286,508)
-
-
(30,468)
-
$ 12,927,764
2,120,873
1,016,248
437,327
Others
56,191
-
9,476
65,667
-
160,743
-
160,743
$ 15,586,674
$ 1,162,940
$
(20,992)
$ 16,728,622
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(61,677)
(171,607)
$
(271,929)
171,607
$
$
(233,284)
$
(100,322)
$
-
-
-
$
(333,606)
-
$
(333,606)
- 153 -
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
instruments at FVTOCI
$
$ 3,509,355
962,905
6,211
119,200
-
-
103,339
-
$ 11,177,890
2,543,884
1,084,874
723,835
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Investments in equity
instruments at FVTOCI
Others
-
-
56,191
56,191
$ 10,829,473
$ 4,597,671
$
159,530
$ 15,586,674
$
(169,480)
$
107,803
$
-
$
(61,677)
(95,421)
(37,304)
-
(75,081)
95,421
(59,222)
-
(171,607)
$
(302,205)
$
32,722
$
36,199
$
(233,284)
d. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2019 and 2018, the aggregate deductible temporary differences for which no deferred
income tax assets have been recognized amounted to NT$33,445,504 thousand and NT$20,060,918
thousand, respectively.
e. Unused tax-exemption information
As of December 31, 2019, the profits generated from the following projects of the Company are exempt
from income tax for a five-year period:
Construction and expansion of 2009
Tax-exemption Period
2018 to 2022
f. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2019 and 2018, the aggregate taxable temporary differences associated with
to
income
investments
NT$131,085,673 thousand and NT$112,893,001 thousand, respectively.
in subsidiaries not recognized as deferred
liabilities amounted
tax
g. Income tax examination
The tax authorities have examined income tax returns of the Company through 2017. All investment tax
credit adjustments assessed by the tax authorities have been recognized accordingly.
- 154 -
26. EARNINGS PER SHARE
Basic EPS
Diluted EPS
EPS is computed as follows:
Years Ended December 31
2019
2018
$ 13.32
$ 13.32
$ 13.54
$ 13.54
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2019
Basic/Diluted EPS
Net income available to common shareholders $ 345,263,668
25,930,380
$13.32
Year Ended December 31, 2018
Basic/Diluted EPS
Net income available to common shareholders $ 351,130,884
25,930,380
$13.54
27. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
Years Ended December 31
2019
2018
a. Depreciation of property, plant and equipment and right-of-use
assets
Recognized in cost of revenue
Recognized in operating expenses
Recognized in other operating income and expenses
$ 243,160,463
24,285,569
18,511
$ 251,292,565
23,020,118
27,857
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
$ 267,464,543
$ 274,340,540
$ 2,971,336
2,367,550
$ 2,018,702
2,334,145
$ 5,338,886
$ 4,352,847
c. Research and development costs expensed as incurred
$ 90,482,815
$ 84,944,461
- 155 -
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
Years Ended December 31
2019
2018
$ 2,063,508
259,596
2,323,104
94,236,265
$ 2,028,928
281,866
2,310,794
93,694,021
$ 96,559,369
$ 96,004,815
$ 58,502,618
38,056,751
$ 57,733,597
38,271,218
$ 96,559,369
$ 96,004,815
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$23,165,745 thousand and NT$23,570,040 thousand for the years ended December 31, 2019 and 2018,
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$23,165,745 thousand and NT$360,404, thousand in cash for 2019, respectively, 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, and 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, had
been approved by the Board of Directors of the Company held on February 11, 2020, February 19, 2019 and
February 13, 2018, respectively. There is no significant difference between the aforementioned approved
amounts and the amounts charged against earnings of 2019, 2018 and 2017, 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.
- 156 -
28. CASH FLOW INFORMATION
a. Non-cash transactions
Additions of property, plant and equipment
Exchange of assets
Changes in payables to contractors and equipment suppliers
Transferred to initial carrying amount of hedged items
Years Ended December 31
2019
2018
$ 555,377,864
(3,287,138)
(101,720,581)
(82,276)
$ 287,670,276
-
10,406,719
22,162
Payments for acquisition of property, plant and equipment
$ 450,287,869
$ 298,099,157
Years Ended December 31
2019
2018
Disposal of property, plant and equipment
Changes in other receivables from related parties
Changes in other financial assets
$ 1,286,373
(175,900)
7,865
$ 3,039,237
1,692,416
(24,535)
Proceeds from disposal of property, plant and equipment
$ 1,118,338
$ 4,707,118
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1, 2019
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2019
Non-cash changes
Short-term loans
Guarantee deposits
Lease liabilities
Bonds payable
$
91,982,340
9,494,648
17,758,578
91,800,000
$
59,615,602
19,002
(2,811,698 )
(34,900,000 )
$
(3,087,652 )
$
1,674
(17,489 )
-
$
-
-
33,038
-
-
(7,824,572 )
181,390
-
$ 148,510,290
1,690,752
15,143,819
56,900,000
Total
$ 211,035,566
$
21,922,906
$
(3,103,467 )
$
33,038
$
(7,643,182 )
$ 222,244,861
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
Note:
$ 193,495,972
$
4,359,579 $
1,457,337
$
(6,035,900) $ 193,276,988
Other changes include guarantee deposits refunded to customers by offsetting related accounts receivable and financial
cost of lease liabilities.
29. 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.
- 157 -
30. 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,
2019
December 31,
2018
$
27,481
4,132,975
3,504
272,886,863
$
54,115
5,126,829
23,497
365,119,060
$ 277,050,823
$ 370,323,501
$
982,302
1,798
553,905,061
$
30,232
1,941
310,265,696
$ 554,889,161
$ 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, cash dividends payable, accrued expenses and other current liabilities,
bonds payable and guarantee deposits.
b. Financial risk management objectives
The Company seeks to ensure that sufficient cost-efficient funding is 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, the 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.
- 158 -
Foreign currency risk
The majority of the Company’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 exchanges 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 revenue and operating profit as expressed in NT dollar. The Company uses foreign currency
derivative contracts, such as currency forwards or currency swaps, to protect against currency exchange
rate risks associated with non-NT dollar-denominated assets and liabilities and certain forecasted
transactions. The Company utilizes U.S. dollar denominated debt to partially offset currency risk arising
from U.S. dollar denominated receivables for balance sheet hedges. These hedges re duce, but do not
entirely eliminate, the financial impact on the Company caused by the effect of foreign currency exchange
rate movements on the assets and liabilities.
Based on a sensitivity analysis performed on the Company’s total monetary assets and liabilities for the
years ended December 31, 2019 and 2018, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$2,112,450 thousand and NT$489,326 thousand,
respectively, and decreased its other comprehensive income by NT$107,690 thousand and NT$315,571
thousand, respectively, after taking into account hedges and offsetting positions.
Interest rate risk
The Company is exposed to interest rate risks primarily related to its bank deposits and bank loans.
Changes in interest rates affect the interest earned on the Company’s bank deposits, as well as the interest
paid on its bank loans. Because all of the Company’s bonds issued are fixed-rate and measured at
amortized cost, changes in interest rates would not affect the cash flows and the fair value.
Other price risk
The Company is exposed to equity price risk arising from financial assets at FVTOCI.
Assuming a hypothetical decrease of 10% in prices of the equity investments at the end of the reporting
period for the years ended December 31, 2019 and 2018, the other comprehensive income would have
decreased by NT$77,156 thousand and NT$130,193 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.
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, 2019 and 2018, the Company’s ten largest customers accounted for 83% and 76%
of accounts receivable, respectively. The Company considers the concentration of credit risk for the
remaining accounts receivable not material.
- 159 -
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 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:
loss
Doubtful
In default
Write-off
(1) Within investment grade
(2) Between BB+ and BB-
Credit rating on trade date and
valuation date:
(1) From investment grade to non-
investment grade
(2) From BB+~BB- to B+~CCC-
Credit rating CC or below
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-not credit impaired
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the years ended December 31, 2019 and 2018, no expected credit loss was recognized.
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.
- 160 -
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
1-3 Years
3-5 Years
More Than
5 Years
Total
December 31, 2019
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
Lease liabilities (including those
classified under accrued expenses
and other current liabilities)
Guarantee deposits (including those
classified under accrued expenses
and other current liabilities)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
$ 148,550,641
$
41,745,770
139,754,491
$
-
-
-
$
-
-
-
35,651,856
32,338,853
-
7,777,715
-
18,203,601
-
-
-
-
-
$ 148,550,641
41,745,770
139,754,491
35,651,856
58,320,169
1,976,891
2,170,171
2,063,855
9,981,523
16,192,440
1,520,306
401,538,808
114,945
10,062,831
55,501
20,322,957
-
9,981,523
1,690,752
441,906,119
125,580,851
(125,114,784)
466,067
-
-
-
-
-
-
-
-
-
125,580,851
(125,114,784)
466,067
$ 402,004,875
$ 10,062,831
$ 20,322,957
$
9,981,523
$ 442,372,186
Additional information about the maturity analysis for lease liabilities:
Less than 5
Years
5-10 Years
10-15 Years
15-20 Years
More Than
20 Years
Lease liabilities
$
6,210,917 $
4,679,991 $
3,626,190 $
1,600,962 $
74,380
Less Than
1 Year
1-3 Years
3-5 Years
More Than
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
$ 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
40,888,712
94,360,103
9,494,648
313,081,535
35,608,273
(35,681,524)
(73,251)
$ 313,008,284
- 161 -
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, 2019
$
-
$
27,481
$
-
$
27,481
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
Non-publicly traded equity
investments
Notes and accounts receivable, net
$
$
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
$
-
-
-
-
-
-
$
-
3,255,865
$
877,110
-
$
877,110
3,255,865
$ 3,255,865
$
877,110
$ 4,132,975
$
3,504
$
$
982,302
$
$
1,798
$
-
-
-
$
3,504
$
982,302
$
1,798
- 162 -
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
Level 1
Level 2
Level 3
Total
December 31, 2018
$
-
$
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
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 years ended December 31, 2019 and 2018 were as follows:
Years Ended December 31
2019
2018
Balance, beginning of year
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
$
963,610
(85,393)
(1,107)
$
983,590
(16,524)
(3,456)
Balance, end of year
$
877,110
$
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
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.
- 163 -
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.
The asset approach takes into account the net asset value measured at the fair value by independent
parties.
The market approach takes into account the recent financing activities of investees, the market
transaction prices of the similar companies and market conditions.
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:
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
Financial assets
Financial assets at amortized costs
Commercial paper
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2019
Carrying
Amount
Level 2
Fair Value
$ 56,900,000
$ 57,739,115
December 31, 2018
Carrying
Amount
Level 2
Fair Value
$ 2,294,098
$ 2,296,188
$ 91,800,000
$ 93,171,255
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.
- 164 -
31. 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
2019
2018
Item
Related Party Name/Categories
Net revenue from sale of goods TSMC North America
Associates
Other subsidiaries
Other related parties
$ 636,441,507
4,052,853
149,560
-
$ 650,432,820
6,762,827
150,407
330
$ 640,643,920
$ 657,346,384
Net revenue from royalties
Associates
Subsidiaries
$
183,583
64,710
$
362,259
568
$
248,293
$
362,827
- 165 -
c. Purchases
Related Party Categories
Subsidiaries
Associates
d. Receivables from related parties
Years Ended December 31
2019
2018
$ 40,419,311
6,301,417
$ 34,136,678
8,809,394
$ 46,720,728
$ 42,946,072
December 31,
2019
December 31,
2018
Item
Related Party Name/Categories
Receivables from related
parties
TSMC North America
Associates
Other subsidiaries
$ 81,732,281
458,292
3,928
$ 86,057,097
375,184
20,303
$ 82,194,501
$ 86,452,584
Other receivables from related TSMC North America
$
parties
TSMC Nanjing
Associates
Other subsidiaries
802,726
101,559
50,450
13,388
$ 1,035,465
89,334
64,203
45,660
e. Payables to related parties
$
968,123
$ 1,234,662
December 31,
2019
December 31,
2018
Item
Related Party Name/Categories
Payables to related parties
TSMC China
TSMC Nanjing
WaferTech
Xintec
SSMC
VIS
Other subsidiaries
Other associates
Other related parties
$ 1,538,971
1,266,002
1,097,625
736,747
487,944
153,977
379,250
41,119
15,000
$ 1,299,072
414,401
1,092,785
649,812
362,564
357,080
363,995
7,043
-
$ 5,716,635
$ 4,546,752
- 166 -
f. Accrued expenses and other current liabilities
December 31,
2019
December 31,
2018
Item
Related Party Name/Categories
Accrued expenses and other
current liabilities
TSMC Nanjing
Other subsidiaries
$
-
2,722
$ 199,638
681
$
2,722
$ 200,319
Proceeds
Years Ended December 31
2019
2018
$ 1,096,516
44,095
$ 2,839,622
25,380
$ 1,140,611
$ 2,865,002
Gains
Years Ended December 31
2019
2018
$ 332,955
67,151
$ 386,239
64,964
$ 400,106
$ 451,203
Deferred Gains (Losses) from
Disposal of Property, Plant and
Equipment
December 31,
2019
December 31,
2018
$ (30,731)
129,915
$ 234,810
152,970
$ 99,184
$ 387,780
g. Disposal of property, plant and equipment
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
- 167 -
h. Others
Years Ended December 31
2019
2018
Item
Related Party Name/Categories
Manufacturing expenses
Associates
Subsidiaries
$ 2,816,089
35,825
$ 2,876,216
35,603
Research and development
expenses
Subsidiaries
Associates
$ 2,821,204
163,425
$ 2,407,068
83,145
$ 2,851,914
$ 2,911,819
$ 2,984,629
$ 2,490,213
Marketing expenses -
commission
TSMC Europe
Other subsidiaries
$
439,147
419,920
$
463,093
402,973
$
859,067
$
866,066
General and administrative
expenses
Other related parties
Subsidiaries
$
120,000
3,423
$
120,756
3,426
$
123,423
$
124,182
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,
2019 and 2018 were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2019
2018
$ 1,822,806
2,330
$ 1,906,266
3,041
$ 1,825,136
$ 1,909,307
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.
- 168 -
32. 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, 2019, 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, 2019.
c. In February 2019, Innovative Foundry Technologies LLC (“IFT”) filed a complaint in the U.S. District
Court for the District of Delaware alleging that the Company and TSMC Technology Inc. infringe five
U.S. patents. IFT also filed a complaint in the U.S. International Trade Commission (the “ITC”) alleging
that the Company, TSMC North America, TSMC Technology Inc., and other companies infringe the
same patents. The ITC instituted an investigation in March 2019. Both parties agreed to end the dispute
and the ITC terminated the investigation in October 2019. The pending litigation in the U.S. District
Court for the District of Delaware was dismissed at the same time.
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, 2019, the Company provided endorsement guarantees of NT$2,495,400 thousand to
its subsidiary, TSMC North America, in respect of providing endorsement guarantees for office leasing
contract.
- 169 -
33. 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, 2019
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2018
Financial assets
Monetary items
USD
EUR
JPY
Non-monetary items
HKD
Financial liabilities
Monetary items
USD
EUR
JPY
$
4,515,031
2,867
71,980,350
29.988
33.653
0.2751
$ 135,396,753
96,495
19,801,794
5,874,701
2,550,377
100,338,589
29.988
33.653
0.2751
176,170,537
85,827,831
27,603,146
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
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, 2019 and 2018, 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.
- 170 -
34. SIGNIFICANT OPERATION LOSSES
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. An estimated loss of NT$3,400,000 thousand related to this event was recognized in
cost of revenue for the three months ended March 31, 2019.
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.
35. 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 pai d-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.
- 171 -
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 31.
36. OPERATING SEGMENTS INFORMATION
The Company has provided the operating segments disclosure in the consolidated financial statements.
- 172 -
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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 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 RIGHT-OF-USE ASSETS
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 LEASE LIABILITIES
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
5
Note 12
Note 12
6
Note 14
Note 18
Note 25
7
8
9
10
11
12
13
14
15
16
Note 23
17
- 200 -
STATEMENT 1
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CASH AND CASH EQUIVALENTS
DECEMBER 31, 2019
(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
$
460
5,497,624
12,584,607
123,368,007
Including US$385,487 thousand @29.988,
JPY3,439,861 thousand @0.2751 and
EUR2,327 thousand @33.653
From 2019.10.01 to 2020.10.14, interest
rates at 0.19%-2.40%, including
NT$115,277,800 thousand and
US$269,781 thousand @29.988
Total
$ 141,450,698
- 201 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE, NET
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Client Name
Client A
Client B
Client C
Client D
Others (Note)
Less: Loss allowance
Total
STATEMENT 2
Amount
$ 20,435,306
4,419,372
3,914,138
3,375,702
17,299,460
49,443,978
(319,045)
$ 49,124,933
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 202 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF RECEIVABLES FROM RELATED PARTIES
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Client Name
TSMC North America
Others (Note)
Total
STATEMENT 3
Amount
$ 81,732,281
462,220
$ 82,194,501
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 203 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF INVENTORIES
DECEMBER 31, 2019
(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
$
8,533,179
$ 25,069,823
49,268,466
236,694,719
15,046,116
14,064,902
3,416,090
3,591,225
$ 76,263,851
$ 279,420,669
- 204 -
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STATEMENT 8
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCOUNTS PAYABLES
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Accounts payables was NT$36,029,135 thousands. The amount of individual vendor does not exceed 5% of the
account balance.
- 208 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO RELATED PARTIES
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Vendor Name
TSMC China
TSMC Nanjing
WaferTech
Xintec
SSMC
Others (Note)
Total
STATEMENT 9
Amount
$ 1,538,971
1,266,002
1,097,625
736,747
487,944
589,346
$ 5,716,635
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 209 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO CONTRACTORS AND EQUIPMENT SUPPLIERS
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
STATEMENT 10
Vendor Name
Vendor A
Vendor B
Vendor C
Vendor D
Vendor E
Others (Note)
Total
Amount
$ 30,277,721
23,758,769
12,331,155
10,909,698
8,523,195
53,953,953
$ 139,754,491
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 210 -
STATEMENT 11
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF LEASE LIABILITIES
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Item
Description
Lease Term
Discount
Rate (%)
Balance,
End of Year
Land
Mainly for the use of plants
2 to 22 years 0.67-0.94
$ 13,882,035
and offices
Buildings
Mainly for the use of offices
2 to 6 years
0.67-0.71
397,849
Machinery and equipment For operation use
2 years
3.24
842,185
Office equipment
For operation use
1 to 3 years
0.64-0.71
21,750
Less: Current portion
Noncurrent portion
15,143,819
(1,843,556)
$ 13,300,263
- 211 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Item
Refund liability
Contract liabilities
Utilities
Others (Note)
Total
Note: The amount of each item in others does not exceed 5% of the account balance.
STATEMENT 12
Amount
$ 17,673,937
4,095,915
2,758,347
18,583,433
$ 43,111,632
- 212 -
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STATEMENT 14
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NET REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Wafer
Other
Net revenue
Note: 12-inch equivalent wafers.
Shipments
(Piece) (Note)
10,050,665
Amount
$ 921,095,318
138,551,475
$ 1,059,646,793
- 214 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF COST OF REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2019
(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 15
Amount
$ 14,110,534
46,165,054
(15,046,116)
(8,192,083)
(247,853)
36,789,536
13,679,542
473,793,547
524,262,625
70,405,998
(49,268,466)
(24,537,651)
520,862,506
10,920,351
49,626,845
(8,533,179)
(12,000,597)
(308,304)
560,567,622
18,939,425
$ 579,507,047
- 215 -
STATEMENT 16
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Item
Research and
Development
Expenses
General and
Administrative
Expenses
Selling
Expenses
Payroll and related expense
$ 28,605,548
$ 7,310,041
$ 2,141,162
Depreciation expense
23,129,545
1,113,860
42,164
Consumables
22,820,487
363,967
Repair and maintenance expense
4,429,076
1,228,740
619
441
Service fee
19,426
2,101,536
14,681
Management fees of the Science Park Administration
Patents
Commission
Others (Note)
Total
-
-
-
1,928,907
1,726,083
-
-
-
859,045
11,478,733
4,580,193
173,665
$ 90,482,815
$ 20,353,327
$ 3,231,777
Note: The amount of each item in others does not exceed 5% of the account balance.
- 216 -
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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
https://www.tsmc.com
Taiwan Semiconductor Manufacturing Company, Ltd.
Mark Liu, Chairman