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Dear Shareholders,
2020 Financial Performance
2020 was a devastating year for the entire world due to the COVID-19 pandemic, and our thoughts and hearts go out to all those
who have been affected. With the spread of COVID-19, millions of lives were lost, many cities entered lock down, and the world
experienced massive economic and societal disruptions. However, semiconductor industry demand remained resilient, as trends such
as work-from-home and distance learning emerged to help to accelerate the digital transformation. At TSMC, our top priority is to
protect the health and safety of our employees, and ensure our global fab operations continue delivering to customers. While we
have been successful so far, we will remain vigilant and continue our utmost efforts to weather this pandemic.
For TSMC, although 2020 was a year of extraordinary challenges, it was also a year of significant growth and progress. Facing
upheaval brought by the global COVID-19 pandemic as well as geopolitical tensions, we worked dynamically with our customers,
and doubled down our commitment to technology leadership, manufacturing excellence, and customer trust. In 2020, we delivered
an eleventh consecutive year of record revenue, thanks to strong demand coming to our industry-leading 5-nanometer (N5) and
7-nanometer (N7) technologies. Our revenue increased 31.4% year-over-year in US dollar terms, as compared to about 10%
year-over-year growth for the semiconductor industry.
We continued to focus on the fundamentals of our business in 2020 by enriching our R&D infrastructures, enlarging our talent
pipeline, strengthening our information protection and cybersecurity, and accelerating our technology differentiation.
In 2020, fueled by the industry megatrends of 5G and high performance computing (HPC) applications, both driving semiconductor
content enrichment, we increased our 2020 capital spending to US$17.2 billion. As TSMC enters another period of higher growth,
we will continue to invest to capture the opportunities that will follow.
In 2020, we successfully ramped our industry-leading N5 technology, to enable our customers’ innovations for both smartphone
and HPC applications. As the foundry industry’s most advanced solution with the best performance, power and area (PPA), N5
further expands our customer product portfolio and increases our addressable markets.
In its third year of ramp, our 7-nanometer family, which includes N7, N7+ and N6, continued to see very strong demand across a
wide spectrum of products from smartphone, HPC, Internet of Things (IoT) and Automotive applications.
Our 3-nanometer technology will be another full node stride from our N5, and offer the most advanced foundry technology in both
PPA and transistor technology when it is introduced.
In 2020, TSMC introduced 3DFabricTM, an umbrella of the company’s fast-growing portfolio of 3DIC system integration solutions
under one family of technologies. Our differentiated chiplet and heterogeneous integration technologies drive better power
efficiency, greater compute density, and smaller form factor benefits for our customers, while shortening their time-to-market. We
are working with several product leaders on 3DFabricTM to enable chiplet architectures.
Highlights of TSMC’s accomplishments in 2020:
● Total wafer shipments were 12.4 million 12-inch equivalent wafers as compared to 10.1 million 12-inch equivalent wafers in
2019.
● Advanced technologies (16-nanometer and beyond) accounted for 58 percent of total wafer revenue, up from 50 percent in 2019.
● We deployed 281 distinct process technologies, and manufactured 11,617 products for 510 customers.
● TSMC produced 24 percent of the world semiconductor excluding memory output value in 2020, as compared to 21 percent in
the previous year.
Consolidated revenue reached NT$1,339.255 billion, an increase of 25.2 percent over NT$1,069.99 billion in 2019. Net income was
NT$517.89 billion and diluted earnings per share were NT$19.97. Both increased 50.0 percent from the 2019 level of NT$345.26
billion net income and NT$13.32 diluted EPS.
TSMC generated net income of US$17.60 billion on consolidated revenue of US$45.51 billion, which increased 57.5 percent and
31.4 percent respectively from the 2019 level of US$11.18 billion net income and US$34.63 billion consolidated revenue.
Gross profit margin was 53.1 percent compared with 46.0 percent in 2019, while operating profit margin was 42.3 percent
compared with 34.8 percent a year earlier. Net profit margin was 38.7 percent, an increase of 6.4 percentage points from 2019’s
32.3 percent.
In 2020, total cash dividend payments to shareholders sustained at NT$10 per share.
Technological Developments
In 2020, we continued to increase our investment in R&D to US$3.72 billion to unleash our customers’ innovations and extend our
technology leadership.
Our 3-nanometer will offer up to 70% logic density gain, up to 15% performance gain and up to 30% power reduction as
compared with N5. N3 technology development is on track with good progress. N3 will offer complete platform support for both
mobile and HPC applications. Volume production is targeted in second half of 2022.
Our 5-nanometer (N5) technology successfully entered volume production in the second quarter of 2020 and experienced a strong
ramp in the second half. We plan to offer continuous enhancements, such as N4, to extend the leadership of our 5-nanometer
family. N4 is a straightforward migration from N5 with compatible design rules, while providing further performance, power and
density enhancements for the next wave 5-nanometer products. N4 volume production is scheduled in 2022.
In its third year, 7-nanometer technology continued to see one of TSMC’s fastest ramp ups in volume production, shipping more
than one billion good dies in this process for hundreds of products from dozens of customers. Our N7+ also entered its second year
of ramp using EUV lithography technology, while N6, which provides a clear migration path for next wave 7-nanometer products,
entered volume production at the end of 2020. N6 will further extend our 7-nanometer family well into the future.
Our 16nm/12nm family has received over 650 customer product tape-outs across smartphone, HPC, storage and consumer
electronics applications. We also unveiled our N12eTM process, bringing TSMC’s world-class FinFET transistor technology to
AI-enabled IoT devices, by providing both powerful computing performance and outstanding power efficiency.
The value of our technology platforms are evolving to include logic wafer scaling, design-technology co-optimization, and 3DIC.
We have developed a comprehensive 3DIC technology roadmap to enhance system-level performance and drive greater energy
efficiency. These technologies include chip stacking solutions such as SoIC (System on Integrated Chip), as well as advanced
packaging solutions such as InFO (Integrated Fan-Out) and CoWoS® (Chip on Wafer on Substrate). TSMC’s CoWoS® continued to
integrate with larger interposer size for heterogeneous integration. We are also working with customers on TSMC-SoICTM, which is
expected to be first adopted by HPC applications where bandwidth performance, power efficiency, and form factors are aggressively
pursued.
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TSMC’s ecosystem, the Open Innovation Platform®, empowers our 510 distinct customers to design in a safe and secure cloud
environment, to unleash their innovations with fast time-to-market. We also worked with our ecosystem partners to expand our
libraries and silicon IP portfolio to over 35,000 items in 2020. More than 12,000 technology files and over 450 process design kits,
from 0.5-micron to 3-nanometer, are available to customers via TSMC-Online. We saw more than 100,000 customer downloads in
2020.
Corporate Social Responsibility
The foundation of TSMC’s corporate social responsibility is a sound corporate governance built upon our core values that balances
the interests of all stakeholders. Guided by the UN Sustainable Development Goals, our Corporate Social Responsibility Executive
Committee has set our CSR focuses to be on driving green manufacturing, building a responsible supply chain, creating an inclusive
workplace, developing STEM talent, and caring for the underprivileged.
Joining in the global effort to combat COVID-19, TSMC leveraged our expertise in technology, global procurement and supply chain
management with a budget of US$20 million to aid communities near TSMC sites with urgent needs in Taiwan, Mainland China,
Japan, Europe and the United States. This included donations of personal protection equipment and ventilators to hospitals, public
health agencies, and related parties; providing relief to vulnerable communities with immediate food, shelter, and medical aid; and
collaborating with leading institutes on COVID-19 diagnostics, vaccines and therapeutics development.
As a responsible corporate citizen, TSMC is dedicated to fighting climate change and protecting the environment of the world
that we share. By 2030, we target to supply 25% of power consumed by our fabs, and 100% of power consumed for non-fab
facilities, using renewable energy. In 2020, we signed the largest renewables corporate power purchasing agreement in the world,
and committed to renewable energy purchase agreements totaling 1.3 gigawatts. We have further committed to supplying 100%
of TSMC’s power from renewable energy and generating zero indirect carbon emissions from electricity consumption by 2050,
enabling us to become the first semiconductor company to join the RE100 renewable energy initiative in 2020.
Corporate Developments
In May 2020, TSMC announced its intention to build and operate an advanced semiconductor fab in the United States, in the state
of Arizona. This fab will start with 5-nanometer technology at 20,000 wafers per month capacity. Production is targeted to begin in
2024. A U.S. fab will enable TSMC to expand our technology ecosystem, better serve our customers and partners, and extend our
reach for global talents.
Honors and Awards
TSMC received recognition for achievements in innovation, corporate governance, sustainability, investor relations and overall
excellence in management from organizations including Forbes, Fortune Magazine, CommonWealth Magazine, Business
Today, RobecoSAM (S&P Global), RE100 and the Taiwan Stock Exchange. TSMC also received the prestigious 2021 IEEE
Corporate Innovation Award, honoring the Company’s leadership in developing 7-nanometer foundry technology and enabling
the innovations of IC designers everywhere. 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 20 consecutive years. TSMC also received
recognition as one of Wall Street Journal’s “100 Most Sustainably Managed Companies” and Corporate Knight’s 2020 “Global 100
Most Sustainable Corporations”. Meanwhile, we remained a major component in both various MSCI ESG and FTSE4Good indices. In
investor relations, TSMC continued to receive multiple awards from Institutional Investor Magazine.
Outlook
The challenges of the COVID-19 pandemic have only renewed TSMC’s dedication to enabling innovations that improve peoples’
lives. Digital technology has helped us weather the disruptions of the COVID-19 pandemic by allowing people to work, learn, and
play in the safety of their homes, and also by maintaining our bonds with distant loved ones during difficult times. Beyond that, it
has accelerated a digital transformation of society, with technology becoming increasingly essential in people’s lives.
Capacity Plan
Wafer Sales Plan
2%
2019
2020
6%
4%
2021
12-13
12-13
13-14
2019
2020
2021
50%
42%
50%
58%
30-40%
60-70%
Annual Growth Rate
Capacity: million 12-inch equivalent wafers
> 16nm
≤ 16nm
2021 wafer shipment is expected to be 13-14 million
12-inch equivalent wafers.
As we enter the 5G era, the performance of digital
computing for AI and 5G is insatiable. A smarter and
more intelligent world will require massive increases
in computation performance and greater need for
energy efficient computing, fueling strong demand
for advanced semiconductor technologies. With our
leadership in advanced process technologies, our
broad portfolio of specialty technologies and 3DIC
solutions, our unparalleled manufacturing capabilities,
and deep collaborative relationships with customers,
we are well positioned to capture the growth from
these megatrends in the years ahead.
While macroeconomic uncertainties may linger,
we will continue to work on the fundamentals
of our business to further extend our technology
differentiation. We will adhere to our dedicated
foundry business model, and collaborate with all the
IC innovators to unleash innovation. We will continue
to conduct our business with integrity, sell our value,
and treat all customers fairly. We will sharpen our
Trinity of Strengths of technology leadership, manufacturing excellence, and customer trust, so that we may continue to fulfill our
mission to be the trusted technology and capacity provider of the global logic IC industry for years to come.
We remain dedicated to world-class governance, sustainability, and good returns to our shareholders. We thank you for the
trust and commitment you have placed in TSMC. We are excited about our future, and look forward to a long and prosperous
relationship together.
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Mark Liu
Chairman
C.C. Wei
Chief Executive Officer
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2.1 An Introduction to TSMC
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 focus
on its customers’ success. TSMC’s foundry business model has
enabled the rise of the global fabless industry, and since its
inception TSMC has been the world’s leading semiconductor
foundry. The Company manufactured 11,617 different
products using 281 distinct technologies for 510 different
customers in 2020.
TSMC-made semiconductors serve a global customer base that
is large and diverse and includes a wide range of applications.
These products are used in a variety of end markets including
mobile devices, high performance computing, automotive
electronics and the Internet of Things (IoT). Such strong
diversification helps to smooth fluctuations in demand, which
in turn allows TSMC to 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 2020. These facilities include four 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.
In May 2020, TSMC announced its intention to build and
operate an advanced semiconductor fab in the United States,
in order to better support customers and partners there as well
as to attract global talents. This facility, to be built in Arizona,
will utilize TSMC’s 5-nanometer technology for semiconductor
wafer fabrication and will have a capacity of 20,000
semiconductor wafers per month. Construction is planned to
start in 2021 with production targeted for 2024.
TSMC provides customer support, account management
and engineering services through offices in North America,
Europe, Japan, China, and South Korea. At the end of 2020,
the Company and its subsidiaries employed more than 56,000
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 Market/Business Summary
2.2.1 TSMC Achievements
In 2020, TSMC maintained its leading position in the foundry
segment of the global semiconductor industry by producing
24% of the world semiconductor excluding memory output
value, increasing from 21% in 2019, as the Company’s
growth was fueled by the industry megatrends of 5G and high
performance computing (HPC)-related applications.
The Company’s strong market position stems in great part
from its leadership in advanced process technologies. In
2020, 58% of TSMC’s wafer revenue came from advanced
manufacturing processes – defined as geometries of 16nm and
smaller – up from 50% in 2019.
TSMC offers the foundry segment’s broadest technology
portfolio and continues to invest in advanced technologies,
specialty technologies, and advanced packaging and silicon
stacking technologies, to provide customers more added value.
In addition to its leadership in advanced process and specialty
technologies, in 2020 TSMC introduced 3DFabricTM, a
comprehensive family of 3D silicon stacking and advanced
packaging technologies to complement its process technology
offerings. 3DFabricTM provides the Company’s customers
greater chip design flexibility to unleash innovation and
is another differentiating competitive advantage for the
Company.
In 2020, the Company developed or introduced the following:
Logic Technology
● 3nm fin field-effect transistor (FinFET) (N3) technology
development is on track with good progress. This
world-leading technology is optimized for both mobile and
high performance computing applications, and is expected
to receive multiple customer product tape-outs in 2021.
In addition, volume production is expected to start in the
second half of 2022.
● 4nm FinFET (N4) technology is an enhanced version of 5nm
FinFET (N5) technology, with compatible design rules while
providing further enhancement in performance, power and
density for the next wave of 5-nanometer products. The
development of N4 is on schedule with good progress, and
volume production is expected to start in 2022.
● 5nm FinFET (N5) technology is currently TSMC’s most
advanced technology that leads the world in volume
production. Products using this technology from various
customers entered volume production in 2020 for
applications including mobile and high performance
computing products.
● 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. TSMC received
multiple customer tape-outs by the end of 2020 and expects
to start N5P technology volume production in 2021.
● 6nm FinFET (N6) technology successfully entered risk
production in the first quarter of 2020 as planned. 6nm uses
extreme ultraviolet (EUV) lithography technology to replace
conventional immersion layers for better yield and shorter
cycle time. The design rules of N6 technology are completely
compatible with its 7nm FinFET (N7) predecessor and this
technology offers a new standard cell with nearly 18% logic
density improvement. TSMC has received more than 20 N6
product tape-outs. Due to the easy porting capability from
N7 design, many customers’ products already entered volume
production in 2020, while meeting customers’ expectations
for both product quality and yield. It is expected the majority
of N7 technology customers will migrate to N6 technology in
coming years.
● N7 technology is one of TSMC’s fastest technologies in
terms of time to volume production, and provides optimized
manufacturing processes for both mobile computing
applications and high performance computing components.
Following its volume production in April 2018, this
technology produced more than one billion fully functional
and defect-free chips in total in August 2020, for well
over 100 customer products. TSMC’s large-scale capacity
advantage and efficient manufacturing capability mean more
than merely producing a large amount of chips quickly.
These also help improve quality and reliability, and facilitate
technology advancement. In addition, 7nm FinFET plus (N7+)
has been in volume production since 2019, which was the
first commercially available EUV foundry process technology
in the world. Its success has paved the way for N6, N5, and
future advanced technologies.
● 16nm/12nm technology family received a total of over
650 customer product tape-outs by the end of 2020 for
different product applications including mobile phone, high
performance computing, storage and consumer electronics.
12nm FinFET compact plus (12FFC+) technology shares
the same design rules as 12nm FinFET compact (12FFC)
technology to help customers migrate to 12FFC+ technology
quickly. Compared to 12FFC technology, this technology
provides about an additional 5% speed improvement or 10%
power reduction. 12FFC+ technology entered risk production
in 2019 and started volume production in 2020 as planned.
In addition, TSMC introduced N12eTM technology in 2020,
bringing TSMC’s world-class FinFET transistor technology
to AI-enabled Internet of Things and other high efficiency,
high performance edge devices. N12eTM technology
leverages TSMC’s 12FFC+ baseline and IP ecosystem and
offers industry-leading low operating voltage (low Vdd), and
excellent low leakage performance of ultra-low-leakage (ULL)
SRAM (static random access memory), and new ultra-low
leakage devices.
● 22nm ultra-low leakage (22ULL) technology began volume
production in 2019 to support IoT and wearable devices
applications. In addition, 22ULL low Vdd solutions were
ready in 2019. Compared to 40ULP and 55ULP technologies,
22ULL technology offers new ULL device, ULL SRAM, and
low Vdd solutions to significantly lower power consumption.
Moreover, new enhanced analog devices were available
in 2020 to further enrich the 22ULL platform to support
customers for broader applications.
● 22nm ULP (22ULP) technology was developed based on
TSMC’s industry-leading 28nm technology and received
a total of more than 60 product tape-outs by the end of
2020. 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 350 customer
product tape-outs by the end of 2020. 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) technology received a total of over 150
product tape-outs by the end of 2020. This technology
supports 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 solution for IoT and wearable
devices. Newly enhanced analog devices are available, which
enrich the 40ULP platform to support customers for broader
analog design needs in the future.
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● 55nm ultra-low power (55ULP) technology received a total
of over 90 customer product tape-outs by the end of 2020.
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 enable customers’ SoC designs.
Specialty Technology
● N7 technology 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 2020. In addition, TSMC continues to
develop more 5nm automotive foundation IPs, which are
expected to complete AEC-Q100 Grade-2 qualification in
2022.
● The N6 radio frequency (N6 RF) technology development
started in 2020. This technology is built upon the N6
logic technology platform and adds high performance RF
transistors and passive devices that can support more power
and area efficient circuit designs. This new RF technology
will enable future generations of wireless local area network
(WLAN) and fifth-generation (5G) RF transceiver integrated
circuits. The design kit for this technology is expected to be
completed in 2021.
● 16FFC RF technology led the foundry to start production
of the 5G mobile network chips for customers in 2018.
This technology has been extended to the next generation
wireless local area network (WLAN) WiFi 6/6E, 5G sub-6GHz
RF transceivers and millimeter wave (mmWave) applications.
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 >300 GHz, but also completed
the development of the world’s first and best FinFET device
with >400 GHz fmax (max oscillation frequency). These high
performance RF transistors can be used in diverse applications
such as mmWave automotive radar to reduce chip power
consumption and die size as well as to enable SoC designs. In
2020, TSMC entered the 2nd year of high volume production
of 16FFC RF products for our customers.
● 22ULL analog technology platform was established in 2020.
This platform is fully logic compatible and offers low-noise
2.5-volt input/output (IO) transistors and low temperature-
coefficient-of-resistance (TCR) TaN (Tantalum nitride) thin
film resistors to support customers’ differentiated analog
designs. In addition, TSMC provides customers with random
telegraph signal (RTS) noise guidelines as RTS has become
an increasingly challenging issue, particularly in low power
analog circuit design.
● 22ULL RF technology received more than 20 customer
product tape-outs in 2020, covering applications such as 4G
transceiver and wireless connectivity to IoT. This technology
can support wireless LAN power amplifier devices and
ultra-low leakage devices, in addition to magnetic random
access memory (MRAM) and resistive random access memory
(RRAM).
● 22ULL embedded RRAM technology IPs completed reliability
qualification in 2020. Following 40ULP embedded RRAM
technology, this technology is TSMC’s second generation
RRAM solution with balanced cost and reliability.
This technology is fully complementary-metal-oxide-
semiconductor (CMOS) logic compatible for process design
kits (PDKs) and IP re-use for various applications including
wireless MCU, IoT and wearable devices.
● 22ULL embedded MRAM technology IPs completed reliability
qualification in 2020, with >100K cycle endurance and
reflow capability. This technology demonstrated automotive
Grade-1 capability and started volume production for
customer wearable products in 2020. This technology is fully
complementary-metal-oxide-semiconductor logic compatible
for process design kit (PDK) and IP re-use for applications
including wireless MCU, IoT and wearable devices.
● 28HPC+ RF technology led the foundry segment to deliver
the first RF process design kit 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. Customers’
5G mmWave RF, automotive radar and wireless connectivity
products using this technology entered volume production in
2020.
● 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 2021.
● 28nm high voltage (HV) (28HV) technology, built upon the
success of TSMC’s leading 28HPC+ technology, offers a
superior low power advantage based on a low Vdd at 0.9
volt. In addition, it features the world’s first high bandwidth
128Mb static random access memory (SRAM). 28HV
technology is an optimal solution for the next generation of
high-end organic light-emitting diode (OLED) display drivers.
The 28HV shuttle service has been offered to customers from
2021.
● 40ULP eFlash technology received a total of over 60 product
tape-outs by the end of 2020, including MCUs, wireless
MCUs and security elements. In addition, 40ULP eFlash
technology offers a low Vdd option, which provides a low
energy consumption solution for IoT devices and wearable
connected devices.
● 40ULP analog technology platform was established in
2020. This platform is fully logic compatible and offers
analog-friendly low flicker noise and low mismatch
transistors. In addition, to further enhance TSMC’s analog
offerings, a low TCR silicon chromium (SiCr) thin film
resistor and a RTS noise guideline are being developed and
expected to complete in 2021. For analog and mixed-signal
applications, 40ULP analog platform supports customers’
needs for optimal logic performance and density, low power
consumption, and superior analog device enhancements with
a cost-effective advantage.
● 12-inch 40nm Bipolar-CMOS-DMOS (BCD) Plus technology
passed qualification in 2020. The Company has helped
customers complete new tape-outs and this technology is
expected to start volume production in 2021. As resistive
random access memory (RRAM) can be integrated, this
technology can support customers’ designs for special
applications requiring heavy firmware, such as wireless
charger chips, to enhance product performance and offer
better cost advantages.
● 0.13µm Silicon on Isolator (0.13SOI) technology on 8-inch
wafers successfully entered volume production in 2020 for
customer products of sub-6GHz RF front-end module (RF
FEM), including smartphones and wireless local area networks
(WLANs), following the delivery of the first RF process design
kit in 2019. TSMC’s 0.13SOI technology provides high cutoff
frequency (fT) and low on resistance-off capacitance (Ron-Coff)
to support low noise amplifier (LNA) and RF switch product
designs.
● 12-inch 0.13µm Bipolar-CMOS-DMOS (BCD) plus technology
completed phase-1 continual improvement process (CIP) in
2020 and significantly improved the specific on resistance
(Rsp) of some power devices by more than 20%. The
corresponding process design kit was available, and phase-2
CIP is expected to be completed in 2021. 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 technology passed AEC-Q100
qualification in 2020. Compared to the second generation
BCD technology, this technology provides better cost
competitiveness.
● Gallium nitride (GaN) on silicon technology was further
● CMOS Image Sensor (CIS) technology was further refined
to support the strong demand in advanced smartphone
cameras. In early 2020, TSMC helped customers lead the
market in rolling out 0.8µm pixel products. Pixel size was
further reduced to 0.7µm within nine months with timely
volume production. The smaller pixel size enables 30% higher
resolution for CIS with the same chip size.
● TSMC successfully manufactured single photon avalanche
diode (SPAD) 3D sensing products for customers with 0.13µm
Bipolar-CMOS-DMOS technology and 45nm stacked CIS
technology in 2020 to capture the growth opportunity of 3D
sensing market. In addition, for stacked CIS technology, TSMC
further launched 22ULL technology and speeds up 12FFC
technology development to support the requirement for
higher performance and lower power consumption for image
signal processors (ISP). In the meantime, TSMC established an
R&D pilot line of 28nm CIS technology to support customers
in developing more advanced CIS devices in the future.
● TSMC successfully used CMOS MEMS (micro electro-
mechanical systems) technology in 2020 to support
customers in delivering monolithic ultrasonic scanners. This
single-chip device helps customers realize portable ultrasonic
scanners at affordable low prices. Thus, many more people
can have an easier access to ultrasonic scanners to improve
health and living.
3DFabricTM - TSMC 3D Silicon Stacking and Advanced
Packaging Technologies
● In 2020 TSMC introduced 3DFabricTM, a comprehensive
family of 3D silicon stacking and advanced packaging
technologies, which are comprised of frontend TSMC-SoICTM
3D silicon stacking and backend 3D interconnect technologies
which include CoWoS® (chip on wafer on substrate) and InFO
(integrated fan-out), providing customers flexible solutions for
integration of chiplets.
● TSMC-SoICTM (System on Integrated Chip) technology
features both wafer-on-wafer (WoW) and chip-on-wafer
(CoW) processes. This allows the stacking of both similar
and dissimilar dies, greatly improving system performance
while reducing a product’s form factor. Continuing to
develop CoW process technology, in 2020 TSMC successfully
demonstrated WoW technology with good electrical results
on heterogeneous integration of memory on logic and deep
trench capacitor (DTC) on logic applications.
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 2021.
● Successfully developed InFO-PoP (Integrated Fan-Out
Package-on-Package) technology, which integrates 5nm
SoC (System-on-Chip) and DRAM (dynamic random access
memory) for advanced mobile device applications. This
technology helped deliver customer products to market in
high volume in 2020.
012
013
● InFO_oS (Integrated Fan-out Wafer on substrate) technology
extended its support to 90mmX90mm package size to
integrate up to a total of nine SoC chips per module in 2020.
● In addition to conventional silicon interposer technology (Chip
on Wafer on Substrate with Silicon Interposer, CoWoS®-S)
which has been in volume production, TSMC extended
the interconnect technology to redistribution layer (RDL)
interposers (Chip on Wafer on Substrate with Redistribution
Layer Interposer, CoWoS®-R) and local silicon interconnect
interposers (Chip on Wafer on Substrate with Local Silicon
Interconnect Interposer, CoWoS®-L) in 2020 and is engaging
with customers in technology qualification and evaluation.
● Fine pitch copper (Cu) bump technology for flip chip
packaging on 5nm silicon successfully entered production
in 2020 for both advanced mobile and high performance
computing applications.
2.2.2 Market Overview
TSMC estimates that the worldwide semiconductor market
excluding memory reached US$359 billion in revenue in
2020, representing a 10% increase from 2019. In the foundry
segment of the semiconductor industry, total revenue rose to
US$80 billion in 2020, a robust growth of 20% over 2019.
2.2.3 Industry Outlook, Opportunities and Threats
Foundry Industry Demand and Supply Outlook
For 2020, TSMC’s strong growth in the foundry segment
was driven by increased market demand for 5G smartphones
and high-performance computing (HPC) products such as
PCs, tablets, game consoles, servers, and 5G base station,
which were further boosted by increasing “shelter at home”
and “work from home” during the COVID-19 pandemic.
Meanwhile, to cope with high market demand and supply
uncertainties, the electronics supply chain took on higher
inventory levels, which also contributed to foundry and
TSMC growth. For 2021, TSMC forecasts further increases in
demand for overall electronics device, driven by the ongoing
5G smartphone ramp-up and continued strength in HPCs,
supporting the acceleration of digital transformation, resulting
in the total semiconductor market excluding memory to have
a low-teens growth. Over the longer term, fueled by increasing
semiconductor content in electronic devices, continued market
share gains by fabless companies, increases in integrated device
manufacturer (IDM) outsourcing, and expanding in-house
application-specific integrated circuits (ASIC) from systems
companies, the Company expects foundry segment revenue
to outpace the mid-single-digit compound annual growth
rate projected for the overall semiconductor market excluding
memory from 2020 through 2025.
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, HPCs, Internet of
Things, automotive, and digital consumer electronics (DCE).
● Smartphones
Smartphone unit shipments, which were down a modest
2% in 2019, declined again in 2020 by 9%, reflecting their
already high penetration in many developed countries and
China, as well as the impact of the COVID-19 pandemic on
consumer purchasing power. With 5G commercialization
continuing to accelerate, new 5G smartphones will likely
shorten the overall replacement cycle. As a result, TSMC
projects a high-single-digit growth for the smartphone market
in 2021. Over the longer term, the migration to 5G, together
with improved performance, longer battery life, biosensors and
more AI features, will all continue to propel smartphone sales
going forward.
Low-power integrated circuit (IC) technology is an
essential requirement among handset manufacturers, and
system-on-chip (SoC) design is the preferred solution given
its optimized cost, power, and form factor (IC footprint
and thickness) potential. TSMC is the acknowledged leader
in process technology for manufacturing system-on-chip.
Spurred by the appetite for higher performance to run artificial
intelligence (AI) applications, various complex software
computation and higher resolution video, the migration to
advanced process technologies will continue to accelerate.
● High Performance Computing (HPC)
The HPC platform includes PCs, tablets, game consoles, servers,
and base stations, etc. Major HPC unit shipments grew by
11% in 2020, mainly driven by the COVID-19 “stay at home
economy” and rapid 5G base station deployment.
The HPC market is projected to have a high-single-digit
unit growth in 2021, following its strong growth in 2020.
Several factors are expected to drive demand in the HPC
platform, including ongoing 5G base station deployment,
rising data center AI server demand, and next generation
game console ramping. 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)
The Internet of Things platform includes various types of
connected devices, such as smart wearables, smart speakers,
and surveillance systems. Boosted by pandemic-driven demand,
IoT unit shipments grew 17% in 2020, with Bluetooth
earphones, smart wearables, and smart health devices as the
major growth drivers.
Looking ahead to 2021, IoT unit shipments will grow about
30%, thanks to the continued momentum of Bluetooth
earphones, smart watches and smart speakers. In addition,
the pandemic is changing consumers’ life and working styles,
further triggering more applications for disease management
and prevention. By adding more AI functions, IoT devices will
drive demand for more powerful yet lower power-consuming
controllers, connectivity ICs and sensors. TSMC offers
high-performance yet low-power process technologies to meet
industry trends and help customers succeed in the marketplace.
● Automotive
Worldwide car unit sales fell 14% in 2020 as global economies
were softened by the COVID-19 pandemic. Car unit sales are
projected to rebound, however, in 2021 with growth in the
low-teens driven by expected recovery in global economies and
the automotive market in particular.
Moving forward, TSMC expects semiconductor content
requirement, driven by electric vehicles (EVs), advanced driver
assistance systems (ADAS) and infotainment systems, to fuel
the demand for processors, sensors, analog and power ICs.
TSMC offers a wide variety of process technologies to help
customers compete and succeed in the automotive market.
● Digital Consumer Electronics (DCE)
DCE unit shipments fell 7% in 2020. Sales of TVs and set-top
boxes exceeded expectation thanks to the “stay at home
economy”, but other consumer products such as digital
cameras continued to decline due to stagnant demand and
cannibalization by smartphones.
A slight rebound in the overall DCE market is expected in 2021
as certain sub-segments such as 4K and smart TVs continue
to show positive growth. In addition, AI functions such as
picture quality improvement and voice control are increasingly
incorporated in TVs. With a broad array of advanced
technology offerings, TSMC expects to take advantage of these
market trends.
Supply Chain
The electronics industry features a long and complex supply
chain, the elements of which are correlated and highly
interdependent. At the upstream manufacturing level, IC
vendors need to have sufficient and flexible supply deliveries
to handle fluctuating demand dynamics. Foundry vendors play
an important role in maintaining 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.
2.2.4 TSMC Position, Differentiation and Strategy
Position
TSMC is a worldwide semiconductor foundry leader for
advanced, specialty and advanced packaging technologies.
In 2020, TSMC produced 24% of the world semiconductor
excluding memory output value, increasing from 21% in 2019.
Net revenue by geography, based mainly on the country in
which customers are headquartered, was: 62% from North
America; 11% from the Asia Pacific region, excluding China
and Japan; 17% from China; 5% from Europe, the Middle East
and Africa; and 5% from Japan. Net revenue by platform was:
48% from the smartphone; 33% from the high performance
computing (HPC); 8% from the Internet of Things (IoT); and
3% from automotive. In addition, 4% came 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 customer 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 capabilities,
TSMC extends its leadership through its Open Innovation
Platform® and Grand Alliance initiatives. The Open Innovation
Platform® initiative quickens the pace of innovation in the
014
015
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 improve
competitiveness.
The foundation for customer trust is a commitment TSMC
made when it opened for business in 1987 to never compete
with its customers. In keeping this commitment, TSMC has
never designed, manufactured or marketed any integrated
circuits under its own name, 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. For the five major markets, namely smartphones,
high performance computing, the Internet of Things,
automotive electronics, and digital consumer electronics and in
response to the fact that focus of customer demand is shifting
from process-technology-centric to product-application-centric,
TSMC has constructed five 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:
Smartphones: TSMC offers customers leading process
technologies such as 5nm FinFET (N5), 6nm FinFET (N6),
7nm FinFET Plus (N7+), and 7nm FinFET (N7) 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 6nm FinFET, 12nm FinFET compact
plus (12FFC+), 12nm FinFET compact (12FFC), 16nm FinFET
compact plus (16FFC+), 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-end, mid-end and entry-level product applications,
the Company offers the most competitive, leading-edge
specialty technologies to deliver specialty companion chips
for customers’ logic application processors, including RF,
embedded flash memory, emerging memory technologies,
power management, sensors, and display chips as well
as advanced 3DFabricTM packaging technologies such as
industry-leading Integrated Fan-Out (InFO) technology.
High Performance Computing: Driven by data explosion
and application innovation, high performance computing
has become one of the key growth drivers for TSMC’s
business. TSMC provides customers, both fabless IC design
companies and system companies, with leading-edge process
technologies such as 5nm FinFET, 6nm FinFET, 7nm FinFET and
12nm/16nm FinFET, as well as comprehensive IPs including
high-speed interconnect IPs to meet customers’ product
requirements for transferring and processing vast amounts
of data anywhere and anytime. Based on advanced process
nodes, a variety of high performance computing products
have been launched, such as central processing units (CPUs),
graphics processor units (GPUs), field programmable gate
arrays (FPGAs), server processors, accelerator, high-speed
networking chips, etc. Those products can be used in current
and future 5G, AI, cloud, and data centers. TSMC also offers
multiple advanced 3DFabricTM packaging technologies, such
as CoWoS®, InFO, and TSMC-SoICTM, to enable homogeneous
and heterogeneous chip integration to meet customers’
requirements for high performance, high compute density
and efficiency, low latency and high integration. TSMC will
continue to optimize its high performance computing platform
and strengthen collaboration with customers to help customers
capture market growth in high performance computing
markets.
Internet of Things: TSMC provides leading, comprehensive and
highly integrated ultra-low power (ULP) technology platforms
to enable innovations for artificial intelligence (AI) of things
(AIoT, AI+IoT) applications. The Company’s offerings include
TSMC will continue to make these technologies more cost
competitive through die size shrink for customers’ digital
intensive chip designs and to lower power consumption for
more cost-effective packaging.
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.
● 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 smartphones, 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, 3DFabricTM advanced
packaging and silicon stacking technologies, and testing
services, and so on, all of which deliver more value to
customers through optimized solutions.
FinFET-based 12-nanometer technology – N12eTM featuring
energy efficiency with high performance that results in more
computing power and AI inferencing, 22nm ULP/Ultra-low
leakage (ULL), 28nm ULP, 40nm ULP, and 55nm ULP, which
have been widely adopted by various edge AI system-on-a-chip
(SoC), battery-powered applications. TSMC has also extended
its low Vdd (low operating voltage) offerings with wide-range
operating voltage SPICE (simulation program with integrated
circuit emphasis) models for extreme low-power applications.
TSMC also offers competitive and comprehensive specialty
technologies in RF, enhanced analog devices, embedded flash
memory, emerging memory, sensors and display chips, as well
as multiple 3DFabricTM advanced packaging technologies,
including leading InFO technology to support the fast-growing
demand in AIoT edge computing and wireless connectivity.
Automotive Electronics: TSMC’s Automotive Electronics
Platform provides a comprehensive spectrum of technologies
and services to support the three megatrends – safer, smarter
and greener – in the automotive industry. The Company is
also an 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.
Digital Consumer Electronics (DCE) Platform: TSMC provides
customers with leading and comprehensive technologies to
deliver AI-enabled smart devices for DCE applications, including
smart digital TV (DTV), set-top box (STB), AI-embedded
smart camera and associated wireless local area network
(WLAN), power IC, timing controller (T-CON) and so on. The
Company’s leading 7nm FinFET compact (7FFC), 16FFC/12FFC,
22ULP/22ULL and 28HPC+ technologies have been widely
adopted by leading global makers for 8K/4K DTV, 4K streaming
STB, digital single-lens reflex (DSLR) devices, and so on.
016
017
2.3 Organization
2.3.1 Organization Chart
Audit Committee
Compensation
Committee
Shareholders’ Meeting
Board of Directors
Chairman
Vice Chairman
CEO Office
Corporate
Governance Officer
Internal Audit
Operations
Research and Development
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
As of 02/28/2021
2.3.2 Major Corporate Functions
Operations
● Includes managing all fabs in Taiwan and overseas;
manufacturing technology development; product
engineering, advanced packaging technology development,
production and service integration
Quality and Reliability
● Assurance of the quality and reliability of the Company’s
products by resolving issues at the developmental stage;
improving and managing product quality at the production
stage; providing solutions to customers’ quality related issues;
and providing services for advanced materials and failure
analysis
Research and Development
● Advanced technology development, exploratory research,
and design and technology platform development, specialty
technology development
Europe and Asia Sales
● Customer business, technical marketing, and regional market
development in Europe and Asia (China, Japan, South Korea
and Taiwan); immediate and comprehensive technical
support, as well as customer service including customers in
North America
North America
● Sales and market development, field technical solutions and
business operations for customers in North America
Business Development
● Identification of market trends and new applications that
shape the technology roadmap and portfolios for the
Company; also provides key support in strengthening
customer relationships along with Company branding
management
Corporate Planning Organization
● Planning for operational resources, as well as for production
and demand; integration of business processes, corporate
pricing, market analysis and forecasting
Corporate Strategy Office
● Corporate strategy formation and implementation
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; implementing
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
Legal
● Corporate legal affairs including regulatory compliance,
commercial transactions, patents and management of other
intellectual properties, and litigation
Human Resources
● Personnel management, organizational development, physical
security management, employee services and wellness
management
018
019
2.4 Board Members
2.4.1 Information Regarding Board Members
As of 02/28/2021
Gender
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Shares Held When Elected
Shares Currently Held
Shares
%
Shares
%
Male
U.S.
06/05/2018
06/04/2021
06/08/2017
12,913,114
0.05%
12,913,114
0.05%
Shares Currently Held by
Spouse & Minors
Shares
-
%
-
Selected Education, Past Positions & Current Positions at Non-profit Organizations
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, U.S.
None
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, U.S.
CEO, TSMC
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
05/13/1997
34,472,675
0.13%
34,472,675
0.13%
132,855
0.00%
Title/Name
Chairman
Mark Liu
Vice Chairman
C.C. Wei
Director
F.C. Tseng
Director
National Development Fund, Executive Yuan
(Note 1)
Representative:
Ming-Hsin Kung
Male
R.O.C.
06/05/2018
06/04/2021
12/10/1986
1,653,709,980
6.38%
1,653,709,980
6.38%
07/24/2020
(Note 2)
779
(Note 2)
0.00%
779
0.00%
-
-
-
-
Former Senior Vice President, Chartered Semiconductor Manufacturing Ltd., Singapore
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
Bachelor Degree in Electrical Engineering, National Cheng Kung University
Master Degree in Electrical Engineering, National Chiao Tung University
Ph.D. in Electrical Engineering, National Cheng Kung 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 Independent Director, Chairman of Audit Committee & Compensation Committee member, Acer Inc.
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 non-public company)
- Global UniChip Corp.
Vice Chairman, Vanguard International Semiconductor
Corp.
B.A., Statistics, Fu Jen Catholic University
M.A., Economics, National Taiwan University
Ph.D., Economics, National Chung Hsing University
Director, Taiwania Capital Management Corp.
(Representative of the National Development Fund)
Former Minister without Portfolio, Executive Yuan
Former Deputy Minister, Ministry of Economic Affairs
Former Deputy Minister, National Development Council
Former Member, National Stabilization Fund Management Committee, Executive Yuan
Former Consultant, Ministry of Economic Affairs
Former Advisory Committee Member, Mainland Affairs Council, Executive Yuan
Former Vice President, Taiwan Institute of Economic Research
Former Research Fellow, Taiwan Institute of Economic Research
Former Research Fellow, Science and Technology Advisory Group, Executive Yuan
Former Deputy Executive Secretary, Industrial Development Advisory Council, Ministry of Economic Affairs
Former Adjunct Assistant Professor, Tamkang University
Minister without Portfolio, Executive Yuan & concurrently Minister, National Development Council, R.O.C.
(Continued)
020
021
Title/Name
Independent Director
Sir Peter L. Bonfield
Independent Director
Stan Shih
Gender
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Male
UK
06/05/2018
06/04/2021
05/07/2002
Shares Held When Elected
Shares Currently Held
Shares
-
%
-
Shares
-
%
-
Shares Currently Held by
Spouse & Minors
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%
Independent Director
Kok-Choo Chen
Female
R.O.C.
06/05/2018
06/04/2021
06/09/2011
-
-
-
-
-
-
Selected Education, Past Positions & Current Positions at Non-profit Organizations
Bachelor and Honours Degrees in Engineering, Loughborough University
Fellow of the Royal Academy of Engineering
Former Chairman and CEO, ICL Plc, UK
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.
Former Senior Advisor, Hampton Group, London
Former 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 Director, Digitimes Inc.
Former Chairman, National Culture and Arts Foundation, R.O.C.
Council member of Asian Corporate Governance Associate (ACGA)
Chairman, StanShih Foundation
Chairman, Cloud Gate Culture and Arts Foundation
Director, Public Television Service Foundation, R.O.C.
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, R.O.C., 1975-1988
Partner, Chen & Associates Law Offices, R.O.C., 1988-1992
Vice President, Echo Publishing, R.O.C., 1992-1995
President, National Culture and Arts Foundation, R.O.C., 1995-1997
Senior Vice-President and General Counsel, TSMC, 1997-2001
Founder and Executive Director, Taipei Story House, 2003-2015
Advisor, Executive Yuan, R.O.C., 2009-2016
Director, National Culture and Arts Foundation, R.O.C., 2011-2016
Chairman, National Performing Arts Center, 2014-2017
Lecturer, Nanyang University, Singapore, 1970-1971
Associate Professor, Soochow University, 1981-1998
Chair Professor, National Tsing Hua University, 1999-2002
Professor, National Chengchi University, 2001-2004
Professor, Soochow University, 2001-2008
Founder and Executive Director, Museum207 (located in Taipei)
Director, Republic of China Female Cancer Foundation
Selected Current Positions at TSMC and
Other Companies
Chairman, NXP Semiconductors N.V., the Netherlands
Non-Executive Director, Imagination Technologies
Group Ltd., UK (a non-public company)
Advisory Board Member, The Longreach Group Ltd.,
HK
Senior Advisor, Alix Partners LLP, London
Board Mentor, Chairman Mentors International (CMi)
Ltd., London (a non-public company)
Chairman, CT Ambi Investment and Consulting Inc. (a
non-public company)
Director of:
- Acer Inc.
- Egis Technology Inc.
- Nan Shan Life Insurance Co., Ltd. (a non-listed
company)
- Chinese Television System Inc. (a non-listed company)
None
(Continued)
022
023
Title/Name
Independent Director
Michael R. Splinter
Gender
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Male
U.S.
06/05/2018
06/04/2021
06/09/2015
Independent Director
Moshe N. Gavrielov
Male
U.S.
06/05/2019
06/04/2021
06/05/2019
Independent Director
Yancey Hai
(Note 3)
Male
R.O.C.
06/09/2020
06/04/2021
06/09/2020
Shares Held When Elected
Shares Currently Held
Shares
-
-
-
%
-
-
-
Shares
-
-
-
%
-
-
-
Shares Currently Held by
Spouse & Minors
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
Former 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
Selected Current Positions at TSMC and
Other Companies
Chairman of the Board, NASDAQ, Inc.
Director of:
- Pica8, Inc., U.S. (a non-public company)
- Gogoro Inc., Cayman Islands (a non-public company)
- Tigo Energy, Inc., U.S. (a non-public company)
- Kioxia Holdings Corp., Japan (a non-public company)
General Partner, WISC Partners LP, U.S.
Executive Chairman, Wind River Systems, Inc., U.S.
(a non-public company)
Independent Director, SiMa Technologies, Inc., U.S.
In a variety of engineering and engineering management positions, National Semiconductor Corp. and Digital
(a non-public company)
Equipment Corp.
Director, Foretellix, Ltd., Israel (a non-public company)
In a variety of executive management positions, LSI Logic Corp. for nearly 10 years
Former CEO, Verisity, Ltd., U.S.
Former Executive Vice President and General Manager of the Verification Division, Cadence Design Systems,
Inc., U.S.
Former President and CEO, Xilinx, Inc., U.S.
Former Director, Xilinx, Inc., U.S.
Director, San Jose Institute of Contemporary Art
-
M.A., International Business Management, University of Texas at Dallas
Former Country Manager, GE Capital Taiwan
Former Vice Chairman and CEO, Delta Electronics, Inc.
Chairman and Chair of Strategic Steering Committee,
Delta Electronics, Inc. (Delta)
Director of Delta’s subsidiaries:
- Delta Electronics Power (Dongguan) Co., Ltd. (a
non-public company)
- Delta Electronics (Shanghai) Co., Ltd. (a non-public
company)
- Delta Networks, Inc. (a non-public company)
- Delta Electronics Capital Company (a non-public
company)
- Cyntec Co., Ltd. (a non-public company)
Independent Director, USI Corporation
Director, CTCI Corporation
Remarks:
1. No member of the Board of Directors held TSMC shares by nominee arrangement.
2. Managers or Directors who are spouses or within second-degree relative of consanguinity to the directors: None.
3. 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 the Institutional Shareholder
Institutional Shareholder
National Development Fund, Executive Yuan
Major Shareholders (Top 10 Shareholders) of the Institutional Shareholder
Not Applicable
Note 2: Mr. Ming-Hsin Kung was appointed as the representative of National Development Fund on July 24, 2020.
Note 3: Mr. Yancey Hai was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on June 9, 2020.
024
025
2.4.2 Remuneration Paid to Directors and Independent Directors (Note 1)
Unit: NT$
Title/Name
Chairman
Mark Liu
Vice Chairman
C.C. Wei
Director
F.C. Tseng
Director
National Development Fund, Executive
Yuan
Representative: Ming-Hsin Kung (Note 2)
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
Independent Director
Yancey Hai
(Note 3)
Total
Director’s Remuneration
Base Compensation (A)
Severance Pay and
Pensions (B)
(Note 4)
Compensation to
Directors (C)
Allowances (D) (Note 5)
(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 5)
Severance Pay and
Pensions (F) (Note 4)
Profit Sharing (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
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
13,263,733
13,263,733
188,946
188,946
408,158,960
408,158,960
1,339,256
1,339,256
0.0817%
0.0817%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
218,583,985
218,583,985
188,946
188,946
204,079,480
10,560,000
10,560,000
1,309,298
1,309,298
0.0023%
0.0023%
10,560,000
10,560,000
15,558,488
15,558,488
13,200,000
13,200,000
13,200,000
13,200,000
15,558,488
15,558,488
15,558,488
15,558,488
7,397,802
7,397,802
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.0020%
0.0020%
0.0030%
0.0030%
0.0025%
0.0025%
0.0025%
0.0025%
0.0030%
0.0030%
0.0030%
0.0030%
0.0014%
0.0014%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,263,733
13,263,733
188,946
188,946
509,752,226
509,752,226
2,648,554
2,648,554
0.1015%
0.1015%
218,583,985
218,583,985
188,946
188,946
204,079,480
-
-
-
-
-
-
-
-
-
-
-
-
204,079,480
-
-
-
-
-
-
-
-
204,079,480
-
-
-
-
-
-
-
-
-
-
-
(A+B+C+D+E+F+G) as a %
of Net Income (Note 6)
From TSMC
From All
Consolidated
Entities
0.0817%
0.0817%
0.0816%
0.0816%
Compensation Paid
to Directors from
Non-consolidated
Affiliates or Parent
Company
-
-
0.0023%
0.0023%
7,900,018
0.0020%
0.0020%
0.0030%
0.0030%
0.0025%
0.0025%
0.0025%
0.0025%
0.0030%
0.0030%
0.0030%
0.0030%
0.0014%
0.0014%
-
-
-
-
-
-
-
0.1832%
0.1832%
7,900,018
* 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 2020 financial
statements: Advisor Fee to Dr. F.C. Tseng NT$14,976,345.
Note 1: Directors and Independent Directors’ remuneration policies, procedures, standards and structure, as well as the linkage to responsibilities, risks and time spent:
● 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.
● 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. Ming-Hsin Kung was appointed as the representative of National Development Fund on July 24, 2020.
Note 3: Mr. Yancey Hai was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on June 9, 2020.
Note 4: Pensions funded according to applicable law.
Note 5: The above-mentioned figures include expenses for Company cars and related reimbursements, but do not include compensation paid to Company drivers (totaled NT$3,810,232).
Note 6: Total remuneration paid to the directors from TSMC and from all consolidated entities in2019, including their employee compensation, both accounted for 0.1940% of 2019 net income.
026
027
Gender
Nationality
On-board Date
(Note 2)
Shares Held
Shares Held by Spouse &
Minors
Shares Held in the Name
of Others
Education and Selected Past Positions
Shares
%
Shares
%
Shares
2.5 Management Team
2.5.1 Information Regarding Management Team
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
Male
R.O.C.
07/01/2004
1,441,127
0.01%
Male
R.O.C.
02/01/1998
7,179,207
0.03%
261
0.00%
Female
R.O.C.
06/01/1999
4,570,080
0.02%
2,230,268
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
12,648,251
0.05%
1,019,961
0.00%
Male
R.O.C.
02/11/1987
2,583,947
0.01%
160,844
0.00%
Male
R.O.C.
12/15/1997
376,104
0.00%
60,802
0.00%
Male
U.S.
11/01/2016
68,000
0.00%
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
180,000
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
235,000
0.00%
Male
R.O.C.
02/06/1995
173,781
0.00%
-
-
-
-
-
-
-
-
-
-
-
-
Senior Vice President/CEO & President, TSMC AZ
Corporate Strategy Office/TSMC AZ
Rick Cassidy
Senior Vice President
Operations
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
Corporate Planning Organization
J.K. Wang
Senior Vice President
Europe and Asia Sales
Cliff Hou (Note 4)
Senior Vice President
Business Development
Kevin Zhang (Note 5)
Vice President and General Counsel/Corporate
Governance Officer
Legal
Sylvia Fang
Vice President
Human Resources
Connie Ma
Vice President
Operations/Fab Operations I
Y.L. Wang
Vice President and TSMC Distinguished Fellow
Pathfinding for System Integration
Doug Yu (Note 6)
Vice President and TSMC Fellow
Operations/Advanced Technology and Mask
Engineering
T.S. Chang
028
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, Technology Development, TSMC
Vice President, Manufacturing Technology, 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, TSMC North America
Vice President, TSMC North America
Master, Electrical Engineering, National Cheng Kung University, Taiwan
Senior Vice President, Product Development, TSMC
Vice President, Advanced Technology and Business, TSMC
Ph.D., Electrical Engineering, University of California, Los Angeles, U.S.
Vice President, Technology Development, TSMC
Senior Director, Platform I Division, TSMC
Bachelor, Science, National Changhua University of Education, Taiwan
Vice President, Mainstream Fabs and Manufacturing Technology, TSMC
Senior Director, Mainstream Fabs, TSMC
Master, Chemical Engineering, National Cheng Kung University, Taiwan
Senior Vice President, Fab Operations, TSMC
Vice President, 300mm Fabs, TSMC
Senior Director, 300mm Fabs, TSMC
Ph.D., Electrical Engineering, Syracuse University, U.S.
Senior Vice President, Technology Development, TSMC
Vice President, Design and Technology Platform, TSMC
Senior Director, Design and Technology Platform, TSMC
Ph.D., Electrical Engineering, Duke University, U.S.
Vice President, Design and Technology Platform, TSMC
Vice President, Technology and Manufacturing Group, Intel Corp.
Master, Comparative Law, School of Law, University of Iowa, U.S.
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, Human Resources, TSMC
Senior Vice President, Global Human Resources, Trend Micro Inc.
Ph.D., Electrical Engineering, National Chiao Tung University, Taiwan
Vice President, Fab Operations, TSMC
Vice President, Technology Development, TSMC
Vice President, Fab 14B, TSMC
Senior Director, Fab 14B, TSMC
Ph.D., Materials Engineering, Georgia Institute of Technology, U.S.
Vice President, Integrated Interconnect & Packaging, TSMC
Senior Director, Integrated Interconnect & Packaging Division, TSMC
Ph.D., Electrical Engineering, National Tsing Hua University, Taiwan
Vice President, Product Development, TSMC
Vice President, Fab 12B, TSMC
Senior Director, Fab 12B, TSMC
Selected Current Positions at Other
Companies
None
As of 02/28/2021
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other
(Note 3)
Title
None
Name
None
Relation
None
Director and/or Supervisor, TSMC subsidiaries
None
None
None
None
None
None
None
Director, TSMC subsidiary
President and CEO, TSMC subsidiary
None
None
None
Director, TSMC subsidiaries
None
None
None
None
None
None
Director
Wayne Yeh
Brother in law
None
None
None
None
None
None
Director, TSMC subsidiaries
President, TSMC subsidiaries
Director, TSMC affiliate
None
None
None
None
None
Director and/or Supervisor, TSMC subsidiaries
None
None
Director, TSMC subsidiary
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
(Continued)
029
Title
Name
(Note 1)
Gender
Nationality
On-board Date
(Note 2)
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
Shares
%
Shares
%
Shares
Male
R.O.C.
12/09/1996
483,501
0.00%
194,943
0.00%
Male
U.S.
07/29/2002
363,152
0.00%
4,470
0.00%
-
-
%
-
-
Male
R.O.C.
06/06/2002
65,485
0.00%
Male
R.O.C.
08/03/1988
370,000
0.00%
-
-
-
-
235,000
0.00%
430,000
0.00%
Male
R.O.C.
09/01/1993
350,695
0.00%
663
0.00%
Male
R.O.C.
05/03/1999
1,651,617
0.01%
-
-
-
-
-
-
Male
R.O.C.
06/16/1988
1,703,690
0.01%
219,924
0.00%
851,908
0.00%
Male
U.S.
05/22/2017
5,000
0.00%
Male
U.S.
03/21/2016
Male
U.S.
01/04/2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Vice President
Research and Development/Platform Development
Michael Wu
Vice President
Research and Development/Pathfinding
Min Cao
Vice President
Operations/Advanced Packaging Technology and
Service
Marvin Liao
Vice President
Operations/Fab Operations II
Y.H. Liaw
Vice President
Research and Development/Advanced Tool and
Module Development
Simon Jang
Vice President and Chief Financial Officer/
Spokesperson
Finance
Wendell Huang
Vice President
Research and Development/More than Moore
Technologies
C.S. Yoo (Note 7)
Vice President
Quality and Reliability
Jun He (Note 8)
Vice President
Research and Development/Platform Development
Geoffrey Yeap (Note 9)
Vice President and Chief Information Officer
Information Technology and Materials Management
& Risk Management/Corporate Information
Technology
Chris Horng-Dar Lin (Note 10)
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other
(Note 3)
Title
None
None
None
Name
None
None
None
Relation
None
None
None
Ph.D., Electrical Engineering, University of Wisconsin-Madison, U.S.
Senior Director, Platform Development, TSMC
Ph.D., Physics, Stanford University, U.S.
Senior Director, Pathfinding Division, TSMC
Ph.D., Materials Science, University of Texas-Arlington, U.S.
Senior Director, Backend Technology and Service Division, TSMC
Vice President, Chartered Semiconductor Manufacturing Ltd.
Master, Chemical Engineering, National Tsing Hua University, Taiwan
Vice President, Fab Operations, TSMC
Vice President, Fab 15B, TSMC
Senior Director, Fab 15B, TSMC
None
None
None
Director, TSMC subsidiary
Director, TSMC affiliate
None
None
None
PPh.D., Materials Science & Engineering, Massachusetts Institute of Technology, U.S.
Senior Director, Advanced Tool and Module Development Division, TSMC
None
1. Deputy Director
2. Manager
1. Sharon Jang
2. Jimmy Hu
1. Sister
2. Brother in law
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
Ph.D., Chemical Engineering, Worcester Polytech. Institute, U.S.
Senior Director, Office of Strategy Customer Program, TSMC
Senior Director, E-Beam Operation Division, TSMC
Director and/or Supervisor, TSMC subsidiaries
President, TSMC subsidiaries
Director, TSMC affiliate
None
None
None
Director, TSMC subsidiary (Note 7)
None
None
None
Ph.D., Materials Science and Engineering, University of California, Santa Barbara, U.S.
Senior Director, Quality and Reliability, TSMC
Senior Director, Head of Quality and Reliability for Technology & Manufacturing Group,
Intel Corp.
Ph.D., Electrical and Computer Engineering, University of Texas-Austin, U.S.
Senior Director, Platform Development, TSMC
Senior Director, Advanced Technology, TSMC
Vice President, Engineering, Silicon Technology, Qualcomm
Ph.D., Electrical Engineering and Computer Science, University of California, Berkeley, U.S.
Vice President, Information Technology, Mozilla
Director, Enterprise Platform Infrastructure, Facebook
None
None
None
None
None
None
None
None
None
None
None
None
Note 1: Vice President Dr. Philip Wong resigned and became a special consultant to TSMC, effective April 1, 2020. Vice President Dr. Alexander Kalnitsky retired, effective December 29, 2020.
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: Dr. Cliff Hou was promoted to Senior Vice President, effective May 12, 2020.
Note 5: Dr. Kevin Zhang was promoted to Senior Vice President, effective August 11, 2020.
Note 6: Dr. Doug Yu was promoted to TSMC Distinguished Fellow, effective December 18, 2020.
Note 7: Dr. C.S. Yoo was promoted to Vice President, effective November 10, 2020; Vice President C.S. Yoo was no longer the Director of VisEra Technologies Company Ltd. since March 4, 2021.
Note 8: Dr. Jun He was promoted to Vice President, effective November 10, 2020.
Note 9: Dr. Geoffrey Yeap was promoted to Vice President, effective February 9, 2021.
Note 10: Dr. Chris Horng-Dar Lin was promoted to Vice President and Chief Information Officer, effective February 9, 2021.
030
031
2.5.2 Compensation Paid to CEO and Vice Presidents (Note 1)
Unit: NT$
Title
Chief Executive Officer
Name
C.C. Wei
Vice President, Chief Financial Officer/Spokesperson
Wendell Huang
Salary (A)
Severance Pay and Pensions (B)
(Note 5)
From TSMC
10,497,000
4,126,559
From All
Consolidated
Entities
10,497,000
4,126,559
From TSMC
188,946
74,279
From All
Consolidated
Entities
188,946
74,279
Bonuses and Allowances (C)
(Note 6)
From TSMC
From All
Consolidated
Entities
Profit Sharing (D)
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
(A+B+C+D)
as a % of Net Income (Note 7)
From TSMC
From All
Consolidated
Entities
Compensation Received
from Non-consolidated
Affiliates or Parent
Company
208,086,985
208,086,985
204,079,480
25,698,511
25,698,511
24,598,870
-
-
204,079,480
24,598,870
-
-
0.0816%
0.0105%
0.0816%
0.0105%
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
Cliff Hou
Kevin Zhang
Vice President and General Counsel/Corporate Governance Officer
Sylvia Fang
Vice President
Vice President
Vice President and TSMC Distinguished Fellow
Vice President and TSMC Fellow
Vice President and TSMC Fellow
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President and Chief Information Officer
Connie Ma
Y.L. Wang
Doug Yu
Alexander Kalnitsky
(Note 2)
T.S. Chang
Michael Wu
Min Cao
H.-S. Philip Wong
(Note 2)
Marvin Liao
Y.H. Liaw
Simon Jang
C.S. Yoo (Note 3)
Jun He (Note 3)
Geoffrey Yeap (Note 4)
Chris Horng-Dar Lin
(Note 4)
83,190,377
98,595,937
1,498,583
1,881,651
753,768,216
837,226,277
724,312,204
-
724,312,204
-
0.3018%
0.3209%
Total
97,813,936
113,219,496
1,761,808
2,144,876
987,553,712
1,071,011,773
952,990,554
-
952,990,554
-
0.3939%
0.4131%
-
-
-
-
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 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: Vice President and TSMC Fellow Dr. Alexander Kalnitsky retired, effective December 29, 2020. Vice President Dr. H.-S. Philip Wong resigned and became a special consultant to TSMC, effective
April 1, 2020.
Note 3: Dr. C.S. Yoo and Dr. Jun He were promoted to Vice President, effective November 10, 2020. These amounts did not include compensation for the period before their promotion.
Note 4: Dr. Geoffrey Yeap and Dr. Chris Horng-Dar Lin were promoted to Vice President, effective February 9, 2021. Therefore, their 2020 compensation data are not disclosed.
Note 5: Pensions funded according to applicable law. In accordance with TSMC Procedure of Retirement, the pension payment to Dr. Alexander Kalnitsky amounts to NT$10,016,160.
Note 6: The above-mentioned figures include the expense for the business performance bonuses distributed in May, August, November 2020 & February 2021, and Company cars and gasoline
reimbursements.
Note 7: Total compensation paid to the executive officers from TSMC in 2019 accounted for 0.4188% of 2019 net income. Total compensation paid to the executive officers from all consolidated entities
in 2019 accounted for 0.4477% of 2019 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
NT$10,000,000 ~ NT$14,999,999
NT$15,000,000 ~ NT$29,999,999
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
From TSMC
Rick Cassidy
None
None
None
C.S. Yoo, Jun He
H.-S. Philip Wong
None
None
2020
From All Consolidated Entities and Non-consolidated Affiliates
None
None
None
None
C.S. Yoo, Jun He
H.-S. Philip Wong
None
None
Wendell Huang, J.K. Wang, Cliff Hou, Kevin Zhang, Sylvia Fang, Connie Ma,
Y.L. Wang, Doug Yu, Alexander Kalnitsky, T.S. Chang, Michael Wu, Min Cao,
Marvin Liao, Y.H. Liaw, Simon Jang
Wendell Huang, Rick Cassidy, J.K. Wang, Cliff Hou, Kevin Zhang, Sylvia Fang,
Connie Ma, Y.L. Wang, Doug Yu, Alexander Kalnitsky, T.S. Chang,
Michael Wu, Min Cao, Marvin Liao, Y.H. Liaw, Simon Jang
Over NT$100,000,000
C.C. Wei, Lora Ho, Wei-Jen Lo, Y.P. Chin, Y.J. Mii, J.K. Lin
C.C. Wei, Lora Ho, Wei-Jen Lo, Y.P. Chin, Y.J. Mii, J.K. Lin
Total
25
25
032
033
2.5.3 Employees’ Profit Sharing Paid to Management Team
Unit: NT$
Title
Chief Executive Officer
Vice President, Chief Financial Officer/Spokesperson
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Vice President and General Counsel/Corporate Governance Officer
Vice President
Vice President
Vice President and TSMC Distinguished Fellow
Vice President and TSMC Fellow
Vice President and TSMC Fellow
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President and Chief Information Officer
Total
Name
C.C. Wei
Wendell Huang
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
Cliff Hou
Kevin Zhang
Sylvia Fang
Connie Ma
Y.L. Wang
Doug Yu
Alexander Kalnitsky (Note 1)
T.S. Chang
Michael Wu
Min Cao
H.-S. Philip Wong (Note 1)
Marvin Liao
Y.H. Liaw
Simon Jang
C.S. Yoo (Note 2)
Jun He (Note 2)
Geoffrey Yeap (Note 3)
Chris Horng-Dar Lin (Note 3)
Note 1: Vice President and TSMC Fellow Dr. Alexander Kalnitsky retired, effective December 29, 2020. Vice President Dr. H.-S. Philip Wong resigned and became a special consultant to TSMC, effective
April 1, 2020.
Note 2: Dr. C.S. Yoo and Dr. Jun He were promoted to Vice President, effective November 10, 2020. These amounts did not include compensation for the period before their promotion.
Note 3: Dr. Geoffrey Yeap and Dr. Chris Horng-Dar Lin were promoted to Vice President, effective February 9, 2021. Therefore, their 2020 compensation data are not disclosed.
Stock
(Fair Market Value)
-
-
-
-
Cash
204,079,480
24,598,870
Total
Total Profit Sharing Paid to Management
Team as a % of Net Income
204,079,480
24,598,870
0.0394%
0.0047%
724,312,204
724,312,204
0.1399%
952,990,554
952,990,554
0.1840%
034
035
036
036
037
037
3.1 Overview
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.
2020 Corporate Governance Awards and Ratings
Organization
Dow Jones Sustainability Indices (DJSI)
RobecoSAM (S&P Global)
MSCI ESG Indexes
Sustainalytics
FTSE4Good Index
Wall Street Journal
Corporate Knights
Awards
Dow Jones Sustainability World Index for the 20th consecutive year
Dow Jones Sustainability Emerging Markets Index
The Sustainability Yearbook Award 2020 – Gold Class
MSCI ACWI ESG Leaders Index component
MSCI ACWI SRI Index component
MSCI Emerging Markets ESG Leaders Index
“Top Rated” within the Semiconductor Industry
FTSE4Good Emerging Index component
FTSE4Good All-World Index component
FTSE4Good TIP Taiwan ESG Index component
The 100 Most Sustainably Managed Companies in the World
Global 100 Most Sustainable Corporations
Institute of Electrical and Electronics Engineers (IEEE)
2021 IEEE Corporate Innovation Award
Institutional Investor Magazine
FORTUNE
Forbes
Taiwan Stock Exchange
CommonWealth Magazine
Taiwan Institute of Sustainable Energy
3.2 Board of Directors
Most Honored Company (Technology/Semiconductors) – All-Asia
Best ESG Metrics (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
2020 World’s Most Admired Companies
Fortune Global 500
World’s Best Employers
Top 5% in Corporate Governance Evaluation of Listed Companies for the 6th consecutive year
Corporate Social Responsibility Award – Large cap – 1st Place
The Most Prestigious Sustainability Awards – Top Ten Domestic Corporates – for the 5th consecutive year
Taiwan Top 50 Corporate Responsibility Report Awards – IT & IC Manufacturing Industry – Platinum Award
Board Structure
TSMC’s Board of Directors consists of ten 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. Six of
those ten 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; former
Chief Executive Officer of Xilinx, Inc., Mr. Moshe N. Gavrielov; and currently Chairman of Delta Electronics Inc., Mr. Yancey Hai.
Independent Directors constitute 60% of the Board.
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, one of whom is
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 (including CSR/ESG programs). 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. 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.
038
039
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)
Have Work
Experience in
the Area of
Commerce,
Law, Finance,
or Accounting,
or Otherwise
Necessary for the
Business of the
Company
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
1
2
3
4
5
6
7
8
9
10
11
12
Number of Other
Taiwanese Public
Companies
Concurrently
Serving as an
Independent
Director
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ
ˇ
ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
0
0
0
0
0
0
0
0
0
1
Criteria
Name
Mark Liu
Chairman
C.C. Wei
Vice Chairman
Ming-Hsin Kung
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
Yancey Hai
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 Article 27 of the Company Law.
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 six independent
directors. 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 information 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
● Self-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.
040
041
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)
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 Director
Have Work
Experience in the
Area of Commerce,
Law, Finance, or
Accounting, or
Otherwise Necessary
for the Business of
the Company
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
1
2
3
4
5
6
7
8
9
10
Number of Other
Taiwanese Public
Companies
Concurrently Serving
as a Compensation
Committee Member
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
0
0
0
0
0
0
Note: 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.
3.2.3 Corporate Governance Officer
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
36-59 of this Annual Report.
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 2020,
the average Board Meeting attendance rate was 97.5% and the attendance rate for the Audit Committee and Compensation
Committee’s Meetings were both 100%.
Board of Directors Meeting Status
TSMC’s Chairman of the Board of Directors convened four regular meetings in 2020. The directors’ attendance status is as follows.
Title
Chairman
Vice Chairman
Director
Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Name
Mark Liu
C.C. Wei
National Development Fund, Executive Yuan
Representative: Ming-Hsin Kung
F.C. Tseng
Sir Peter L. Bonfield
Stan Shih
Kok-Choo Chen
Michael R. Splinter
Moshe N. Gavrielov
Yancey Hai
Attendance in
Person
By Proxy
Attendance Rate
in Person (%)
Notes
4
4
3
4
4
4
4
4
4
2
0
0
1
0
0
0
0
0
0
0
100%
None
100%
None
75%
Mr. Ming-Hsin Kung was appointed
as the representative of National
Development Fund on July 24,
2020.
100%
None
100%
None
100%
None
100%
None
100%
None
100%
None
100%
New office assumed (additionally
elected on June 9, 2020)
Annotations:
A. (1) Matters listed in the Securities and Exchange Act §14-3: The Securities and Exchange Act §14-3 is not be applicable because the Company has established the Audit Committee. For relevant information,
please refer to the “Audit Committee Meeting Status” in this Annual Report.
(2) There were no other written or otherwise recorded resolutions on which an independent director had a dissenting opinion or qualified opinion in 2020.
B. Recusals of Directors due to conflicts of interests in 2020: Directors recused themselves from the discussion and voting of their compensation resolution.
C. Measures taken to strengthen the functionality of the Board:
- Mr. Yancey Hai was elected as an additional independent director at TSMC’s 2020 Annual Shareholders’ Meeting. The makeup of Independent Directors on the Board increased from 50% to 60%.
- 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 one Director is female.
- The Chairman of the Board of Directors is not executive officer of the Company.
- TSMC established “Guidelines for Nomination of Directors”, which describes the procedures and criteria for the nomination, qualification and evaluation of candidates for Directors.
- 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.
042
043
Audit Committee Meeting Status
Sir Peter L. Bonfield, Chairman of the Audit Committee, convened four regular meetings and one special meeting in 2020. The
Committee members and consultant’s attendance status is shown in the following table. In addition to these meetings, the
Committee members and Financial Expert Consultant participated in three telephone conferences to discuss the Company’s Annual
Report to be filed with the Taiwan and U.S. authorities and investor conference materials with management.
Title
Name
Attendance in
Person
By Proxy
Attendance Rate in
Person (%)
Telephone
Conferences
Attendance Rate of
Telephone
Conferences (%)
Notes
None
None
None
None
None
New office assumed
(Note)
100%
100%
100%
100%
100%
100%
100%
None
Resolution of the Audit Committee and
the Company’s response to the Audit
Committee’s Opinion
The members of the Audit Committee
unanimously approved all the resolutions, and the
Board of Directors approved all such resolutions
recommended by the Audit Committee.
Chair
Member
Member
Member
Member
Member
Sir Peter L. Bonfield
Stan Shih
Kok-Choo Chen
Michael R. Splinter
Moshe N. Gavrielov
Yancey Hai
Financial Expert
Consultant
J.C. Lobbezoo
Annotations:
A. (1) Resolutions related to Securities and Exchange Act §14-5:
Board Meeting Dates
Resolution
5
5
5
5
5
2
5
0
0
0
0
0
0
0
100%
100%
100%
100%
100%
100%
100%
3
3
3
3
3
2
3
2020 1st Regular Meeting
February 10 & 11
2020 2nd Regular Meeting
May 11 & 12
2020 3rd Regular Meeting
August 10 & 11
2020 4th Regular Meeting
November 9 & 10
● approving the 2019 annual financial statements
● approving of 2019 business report
● approving of 2019 fourth quarter earnings distribution
● approving amendments to TSMC’s “Procedures for Lending Funds to Other Parties”
● approving 2019 Statement of Internal Control System
● approving 2020 the first quarter financial statements
● approving 2020 the first quarter business report
● approving 2020 the first quarter earnings distribution
● approving amendments to TSMC’s internal control related policies and procedures
● approving 2020 the second quarter financial statements
● approving 2020 the second quarter business report
● approving 2020 the second quarter earnings distribution
● approving 2020 the third quarter financial statements
● approving 2020 the third quarter business report
● approving 2020 the third quarter earnings distribution
● approving Mr. Suner Lin as the new co-signing partner for TSMC starting from 2021
● approving the proposed 2021 service fees and out-of-pocket expenses for TSMC’s independent auditor
(2) There were no other resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors in 2020.
B. There were no recusals of independent directors due to conflicts of interests in 2020.
C. Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors in 2020 (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 2020, 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 2020, 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.
Audit Committee Meeting
Dates
Communications between the Independent Directors
and the Internal Auditors
Communications between the Independent Directors and the Independent
Auditors
2020 1st Regular Meeting
February 10
2020 2nd Regular Meeting
May 11
2020 3rd Regular Meeting
August 10
2020 4th Regular Meeting
November 9
● reviewing report on SOX 404 self-testing results for the year 2019
(Closed Door Session)
● reviewing the Internal Auditor’s report (Closed Door Session)
● reviewing and approving 2019 Statement of Internal Control
System (Closed Door Session)
● approving the amendments to 2020 internal audit plan (Closed
Door Session)
● reviewing the Internal Auditor’s report (Closed Door Session)
● reviewing and approving amendments to TSMC’s internal control
related policies and procedures (Closed Door Session)
● reviewing the Internal Auditor’s report (Closed Door Session)
● reviewing any audit problems or difficulties and management’s response in connection
with 2019 annual financial statements (Closed Door Session)
● reviewing regulatory developments
● reviewing external auditor relationship (i.e. qualification, performance and independence)
● reviewing any review problems or difficulties and management’s response in connection
with 2020 first quarter financial statements (Closed Door Session)
● reviewing regulatory developments
● reviewing the result of CPA evaluation questionnaire
● reviewing any review problems or difficulties and management’s response in connection
with 2020 second quarter financial statements (Closed Door Session)
● reviewing regulatory developments
● reviewing the Internal Auditor’s report (Closed Door Session)
● reviewing and approving the 2021 internal audit plan (Closed
Door Session)
● reviewing any review problems or difficulties and management’s response in connection
with 2020 third quarter financial statements (Closed Door Session)
● reviewing regulatory developments
Result: all of the above matters were reviewed and/or approved by the Audit Committee whereupon independent directors raised no objection.
Note: Mr. Yancey Hai was elected as TSMC’s independent director and became member of the Compensation Committee on June 9, 2020.
Compensation Committee Meeting Status
Mr. Michael R. Splinter, Chairman of the Compensation Committee, convened four regular meetings in 2020. The Committee
members’ attendance status is as follows:
Title
Chair
Member
Member
Member
Member
Member
Name
Michael R. Splinter
Sir Peter L. Bonfield
Stan Shih
Kok-Choo Chen
Moshe N. Gavrielov
Yancey Hai
Attendance in Person
By Proxy
Attendance Rate in Person (%)
Notes
4
4
4
4
4
3
0
0
0
0
0
0
100%
None
100%
None
100%
None
100%
None
100%
None
100%
New office assumed
(Note)
Annotations:
A. In 2020, the Compensation Committee conducted four regular meetings in February 10, May 11, August 10 as well as November 9. The discussion items are as follows:
● Report the matters related to employee compensation
● Total amount of quarterly business performance bonus
● Total amount of annual profit sharing
● The amount of quarterly business performance bonus for executive officers, CEO and Chairman
● The annual compensation of Directors and executive officers, and the disclosure of the same in annual report
● Corporate officer shareholding guideline
● Compensation structure adjustment proposal of TSMC Taiwan
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 2020.
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.
Board of Directors’ Performance Evaluation Implementation Status
Evaluation Cycles
Evaluation Period
Evaluation Scope
Evaluation Method
Evaluation Aspects
From January 1, 2020 to
December 31, 2020
The Company
conducts the
board performance
evaluation once
a year.
The scope includes the
Board of Directors as a
whole, the individual
directors, and the Audit
Committee.
Methods include internal
assessment of the Board
and self-assessments by
each board member.
The Board of Directors are assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Enhancement of the quality of the board’s decision-making
3. Makeup and structure of the board
4. Election of board members and continuing knowledge development
5. Internal controls
The individual directors are assessed on the following six aspects:
1. Understanding of the Company’s goals and mission
2. Awareness of director’s duties
3. Involvement in the Company’s operations
4. Internal relationship and communication
5. Director’s professionalism and continuing knowledge development
6. Internal controls
The Audit Committee is assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Awareness of the audit committee’s duties
3. Enhancement of the quality of the audit committee’s decision-making
4. Makeup of the audit committee and election of its members
5. Internal controls
The Company completed self-assessments of Board performance in 2020 and reported the results to the Board of Directors at its
first quarter meeting in 2021 for review and improvement. The weighted average score for the overall performance of the board
of directors is 4.85 out of 5, that included an average score of 4.8 on a particular assessment item “The board has sufficient
discussions over the company’s involvement in the implementation of CSR/ESG programs”. The weighted average score for
the performance of the individual directors is 4.91 out of 5. As demonstrated, the overall board’s operation has been effective.
Members of the Audit Committee’s self-assessment results also 100% satisfied with the evaluation criteria.
3.3 Major Decisions of Shareholders’ Meeting and Board Meetings
3.3.1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2020 Annual Shareholders’ Meeting in Hsinchu, Taiwan on June 9, 2020. At the meeting, shareholders present in
person or by proxy approved the following resolutions:
(1) The 2019 Business Report and Financial Statements. Consolidated revenue totaled NT$1,069.99 billion and net income was
NT$345.26 billion, with diluted earnings per share of NT$13.32;
044
045
(2) The revisions to the Procedures for Lending Funds to Other
Parties; and
(3) Election of one additional Independent Director.
Implementation Status
All the resolutions of the Shareholders’ Meeting have been fully
implemented in accordance with the resolutions. Mr. Yancey
Hai was elected as the Independent Director. His tenure is from
June 9, 2020 to June 4, 2021.
3.3.2 Major Resolutions of Board Meetings
During 2020 and as of the date of this Annual Report, major
resolutions approved at Board meetings are summarized
below:
(1) Board Meeting of February 10 & 11, 2020:
● approving 2019 business report and financial statements;
● approving the distribution of 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 NT$60 billion
(approximately US$2.01 billion) 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 held an election for one additional
independent director.
(2) Regular Board Meeting of May 11 & 12, 2020:
● approving change of location for TSMC’s 2020 Annual
Shareholders’ Meeting in response to COVID-19
pandemic;
● approving the distribution of a NT$2.5 per share cash
dividend for the first quarter of 2020, and set September
23, 2020 as the record date for common stock
shareholders entitled to participate in this cash dividend
distribution;
● approving capital appropriations of approximately
US$5,704.0 million for purposes including: 1. Fab
construction, and installation of fab facility systems; 2.
Installation and upgrade of advanced technology capacity;
046
3. Installation of specialty technology capacity; 4. Third
quarter 2020 R&D capital investments and sustaining
capital expenditures;
● approving capital appropriation of approximately
US$64.75 million for capitalized leased assets in the
second half of 2020;
● approving the issuance of no more than NT$60 billion
(approximately US$2.03 billion) unsecured corporate
bonds in Taiwan to finance TSMC’s capacity expansion
and/or pollution prevention related expenditures; and
● approving the promotion of Dr. Cliff Hou as Senior Vice
President.
(3) Regular Board Meeting of August 10 & 11, 2020:
● approving the distribution of a NT$2.5 per share cash
dividend for the second quarter of 2020, and set
December 23, 2020 as the record date for common stock
shareholders entitled to participate in this cash dividend
distribution;
● approving an investment to establish a wholly-owned subsidiary in Arizona, United States of America, with a paid-in capital of
US$3.5 billion; and
● approving the promotions of Dr. C.S. Yoo and Dr. Jun He as Vice Presidents.
(5) Regular Board Meeting of February 8 & 9, 2021:
● approving the 2020 Business Report and Financial Statements;
● approving the distribution of a NT$2.5 per share cash dividend for the fourth quarter of 2020, and set June 23, 2021 as the
record date for common stock shareholders entitled to participate in this cash dividend distribution;
● approving distribution of employees’ business performance bonus and profit sharing for 2020;
● approving capital appropriations of approximately US$11,794.8 million for purposes including: 1. Fab construction, and
installation of fab facility systems; 2. Installation and upgrade of advanced technology capacity; 3. Installation of mature and
specialty technology capacity; 4. Installation and upgrade of advanced packaging capacity; 5. Second quarter 2021 R&D capital
investments and sustaining capital expenditures;
● approving the establishment of a wholly-owned subsidiary in Japan to expand our 3DIC material research, with a paid-in capital
of not more than ¥18.6 billion (approximately US$186 million);
● approving the issuance of unsecured corporate bonds in the domestic market for an amount not to exceed NT$120 billion
(approximately US$4.4 billion), and the provision of a guarantee to TSMC Global, a wholly-owned foreign subsidiary of TSMC,
for its issuance of US dollar-denominated senior unsecured corporate bonds for an amount not to exceed US$4.5 billion, to
finance TSMC’s capacity expansion and/or pollution prevention related expenditures;
● approving capital appropriations of approximately
● approving the sale of up to 39,501,000 common shares of VisEra Technologies Company Ltd. at a price of NT$240 per share
US$5,271.6 million for purposes including: 1. Installation
and expansion of advanced technology capacity; 2.
Installation of specialty technology capacity; 3. Installation
of advanced packaging capacity; 4. Fab construction,
installation of fab facility systems, and capitalized leased
assets; 5. Fourth quarter 2020 R&D capital investments
and sustaining capital expenditures;
● approving the issuance of US dollar-denominated
unsecured corporate bonds for an amount not to exceed
US$1 billion, and approved the provision of a guarantee
to TSMC Global, a wholly-owned foreign subsidiary of
TSMC, for its issuance of US dollar-denominated senior
unsecured corporate bonds for an amount not to exceed
US$3 billion, to finance TSMC’s capacity expansion; and
● approving the promotion of Dr. Kevin Zhang as Senior
Vice President.
(4) Regular Board Meeting of November 9 & 10, 2020:
● approving the distribution of a NT$2.5 per share cash
dividend for the third quarter of 2020, and set March 23,
2021 as the record date for common stock shareholders
entitled to participate in this cash dividend distribution;
● approving capital appropriations of approximately
US$15.1 billion for purposes including: 1. Installation
and expansion of advanced technology capacity; 2.
Installation of specialty technology capacity; 3. Installation
and upgrading of advanced packaging capacity; 4. Fab
construction, installation of fab facility systems, and
capitalized leased assets; 5. First quarter 2021 R&D capital
investments and sustaining capital expenditures;
● approving capital appropriation of approximately
US$124.7 million to build up a Zero Waste Manufacturing
Center at the Central Taiwan Science Park;
to facilitate VisEra’s IPO in Taiwan.
● convening the 2021 Annual Shareholders’ Meeting, at which shareholders will hold an election for TSMC’s 10-member Board
of Directors, including 6 independent directors;
● approving the promotion of Dr. Geoffrey Yeap as Vice President; and
● approving the appointment of Dr. Chris Horng-Dar Lin as Vice President and Chief Information Officer of Corporate Information
Technology.
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 2020 and as of the Date of this Annual Report: None.
3.4 Taiwan Corporate Governance Implementation as Required by the Taiwan Financial Supervisory
Commission
Assessment Item
1. Does Company follow “Taiwan Corporate Governance Implementation” to
establish and disclose its corporate governance practices?
Yes
No
V
2. Shareholding Structure & Shareholders’ Rights
(1) Does Company have Internal Operation Procedures for handling
shareholders’ suggestions, concerns, disputes and litigation matters. If
yes, has these procedures been implemented accordingly?
(2) Does Company possess a list of major shareholders and beneficial owners
of these major shareholders?
(3) Has the Company built and executed a risk management system and
“firewall” between the Company and its affiliates?
(4) Has the Company established internal rules prohibiting insider trading on
undisclosed information?
V
V
V
V
Non-
implementation
and Its Reason(s)
Same as explanation
Implementation Status
Explanation
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 an 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, Public Relations Department, Shareholders Services & 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.
None
(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.
(Continued)
047
Assessment Item
Implementation Status
Yes
No
Explanation
3. Composition and Responsibilities of the Board of Directors
(1) Has the Company established a diversification policy for the composition
V
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
(1) 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 ten 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,
one of whom is female. Our Board has six independent directors who
constitute 60% of the Board.
(2) Audit Committee (founded in 2002); Compensation Committee (founded in
2003);
ESG Steering Committee (founded in 2019): is formed by the Company’s
management team and chaired by Chairman Mark Liu;
ESG 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.
TSMC implemented Board performance evaluations in 2020. Through self-
assessment surveys via questionnaire, performance evaluation will be annually
completed by the Board as a whole, by individual directors and by the Audit
Committee.
The Board of Directors are assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Enhancement of the quality of the board’s decision-making
3. Makeup and structure of the board
4. Election of board members and continuing knowledge development
5. Internal controls
The individual directors are assessed on the following six aspects:
1. Understanding of the Company’s goals and mission
2. Awareness of director’s duties
3. Involvement in the Company’s operations
4. Internal relationship and communication
5. Director’s professionalism and continuing knowledge development
6. Internal controls
The Audit Committee is assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Awareness of the audit committee’s duties
3. Enhancement of the quality of the audit committee’s decision-making
4. Makeup of the audit committee and election of its members
5. Internal controls
The Company completed self-assessments of Board performance in 2020
and reported the results to the Board of Directors at its first quarter meeting
in 2021 for review and improvement. The weighted average score for the
overall performance of the board of directors is 4.85 out of 5, that included an
average score of 4.8 on a particular assessment item “The board has sufficient
discussions over the company’s involvement in the implementation of CSR/ESG
programs”. The weighted average score for the performance of the individual
directors is 4.91 out of 5. As demonstrated, the overall board’s operation has
been effective. Members of the Audit Committee’s self-assessment results also
100% satisfied with the evaluation criteria.
Non-
implementation
and Its Reason(s)
None
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?
(2) Does the Company use other information disclosure channels (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
V
V
V
V
V
Implementation Status
Yes
No
Explanation
Non-
implementation
and Its Reason(s)
None
None
None
None
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, Shareholders Services & 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 124-145 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 http://www.tsmc.com (in Chinese and English). TSMC’s American
Depositary Receipt (ADR) is listed on the New York Stock Exchange (NYSE).
As a foreign issuer, TSMC must comply with NYSE’s rules. We have been
operating in accordance with NYSE listing standards, and have been disclosing
the major differences between our corporate governance practices and U.S.
corporate governance practices. Please see https://www.tsmc.com/download/
ir/NYSE_Section_303A.pdf.
(2) TSMC has designated appropriate departments (e.g. the Investor Relations
Division, Public Relations Department, Shareholders Services & 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 provides live audio webcasts and replays of investor conferences on its
website.
(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 refer to Market Observation Post System for the
aforementioned disclosure.
(1) For employee rights and employee wellness, please refer to “5.5 Human
None
Capital” on page 92-97 of this Annual Report.
(2) For investor relations, supplier relations and rights of stakeholders, please refer
to “7. Corporate Social Responsibility” on page 124-145 of this Annual Report.
(3) For Directors’ training records, please refer to “Continuing Education/Training
of Directors in 2020” on page 50 of this Annual Report.
(4) For Risk Management Policies and Risk Evaluation, please refer to “6.3 Risk
Management” on page 111-123 of this Annual Report.
(5) For Customer Relations Policies, please refer to “5.4 Customer Trust” on page
90-92 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 over the years. The improvement status in 2020 is as follows:
(1) Performance evaluation of the Board of Directors: TSMC has conducted Board performance evaluations on an annual basis since 2020.
(2) CSR Report: TSMC’s CSR Report has been reported to the Board of Directors in increasing regularity from once a year, to once every six months.
(4) Does the Company regularly evaluate its external auditors’ independence?
V
(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 59 of this Annual
Report.
(Continued)
048
049
Continuing Education/Training of Directors in 2020
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
Mark Liu (Note)
F.C. Tseng
Sir Peter L. Bonfield
Stan Shih
Michael R. Splinter
Yancey Hai
Date
06/25
08/26
09/23
12/15
12/21
03/18
07/30
09/29
09/29
09/22
03/18
05/06
06/23
08/05
11/03
11/21
12/22
04/02
04/29
07/29
Host by
Training/Speech Title
College of Engineering, University of California, Berkeley
Virtual Berkeley Engineering Summer Dean’s Society Event: Rising to the
Challenge: Berkeley Engineers Respond to COVID-19 (Video Conference)
Taiwan Semiconductor Industry Association (TSIA)
2020 World Semiconductor Council (WSC)
SEMI Taiwan
Hsinchu Science Park Bureau (HSPB)
SEMICON Taiwan 2020 – Master Forum
Speech: The Future of IC Innovation
Embracing Legacy to Create a Better Future – 40th Hsinchu Science Park 40th
Anniversary International Forums
Speech: Welcoming the Hsinchu Science Park’s next 40 years of success
Executive Yuan
11th National Science and Technology Conference: Creating the Future
Taiwan Corporate Governance Association
Corporate Sustainability Management
Securities and Futures Institute
The Global Macroeconomic Impacts of COVID-19
Taiwan Corporate Governance Association
Recent Directors and Officers Liability Insurance Updates and Case Study
Taiwan Corporate Governance Association
The Battle of Corporate Control and Case Study
NASDAQ
Virtual Seminar – NASDAQ ESG Summit – Policies
Taiwan Corporate Governance Association
Corporate Sustainability Management
Taiwan Corporate Governance Association
Hostile Merge and Corporate Governance
Taiwan Insurance Institute
Analyze the Principle of Equal Treatment
Taiwan Corporate Governance Association
New Order of U.S. – The Impact and Countermeasures of Investments in U.S. and
Export Control Regulations
Duration
1 hour
2 hours
4 hours
3 hours
3 hours
1.5 hours
3 hours
1.5 hours
1.5 hours
3 hours
1.5 hours
1.5 hours
1 hour
1.5 hours
Taiwan Corporate Governance Association
Corporate Sustainability Management and the Development Trend of ESG
1.5 hours
Taiwan Academy of Banking and Finance (TABF)
The General Guidance of Anticorruption and Whistleblower Protection
Taiwan Corporate Governance Association
The Influence of IFRS17 on Insurance Industry Management Strategy
National Association of Corporate Directors (NACD)
Directorship Essential
1 hour
3 hours
4 hours
30 hours
3 hours
04/07~05/15
National Association of Corporate Directors (NACD)
Cyber Security Risk Oversight Program
Taiwan Corporate Governance Association
Corporate Strategy Development Direction
Taiwan Corporate Governance Association
The Opportunity and Challenge of Mobile 5G – Starting from Telecommunication
3 hours
Note: Selected speeches on corporate governance and related topics.
Continuing Education Training of Corporate Governance Officer in 2020
Name
Vice President and
General Counsel/
Corporate Governance
Officer
Sylvia Fang
Date
02/14
10/20
11/27
Host by
Training/Speech Title
Deloitte Touche Tohmatsu Limited
Center for Law, Technology and Ethics, College National
Taiwan University of Law
Department of Intellectual Property and Technology
Transfer, Academia Sinica
Institute for Information Industry
Technology Transfer and Law Center, Industrial
Technology Research Institute
Chinese National Federation of Industries
Lee and Li, Attorneys-at-Law
2020 Legal Tech and Innovation Services Forum
Discussion on Commercial Case Adjudication Act and Countermeasures (Hsinchu
Session)
Taiwan Trade Secret Protection Association
2020 Cross-Strait Trade Secret Protection Virtual Symposium
Duration
7 hours
3 hours
8 hours
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 improper efforts 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, our customers and
suppliers; and
● Abide by the letter of all applicable laws, rules and
regulations.
Intellectual Property Protection: In order to build and sustain
an environment of innovation, technology leadership, and
sustainable profitable growth, the Ethics Code requires
that TSMC promotes business relationships founded upon
an unwavering respect for the intellectual property rights,
proprietary information and trade secrets of TSMC, our
customers, and others.
Public Disclosures: TSMC’s officers, especially our CEO,
CFO, and General Counsel, with oversight from our Board,
are responsible for the full, fair, accurate, timely, and
understandable financial accounting and financial disclosure
in reports and documents filed by the Company with securities
authorities and in all TSMC public communications and
disclosures. TSMC has a variety of measures in place to ensure
compliance with these disclosure obligations.
Any modification to the Ethics Code requires the approval of
our Audit Committee to ensure our ethics compliance program
is independently reviewed against corporate best practices.
Ethics Code Implementation
High Standard Ethical Culture: Our ethics program is
implemented in four ways by all of TSMC’s employees, officers
and Board members. First, TSMC’s management sets the “tone
from the top” by acting in accordance with the Ethics Code
so that they may be an example to all stakeholders. Second,
working-level managers are responsible for ensuring their
staff’s understanding of and compliance with applicable rules
and regulations. Third, TSMC encourages an environment of
open communications in discussing any questions related to
the Ethics Code. Any employee may consult his or her direct
supervisors, Human Resources or Legal to obtain timely advice.
Lastly, TSMC requires all employees to stay vigilant and report
any noncompliance by anyone to their supervisors, the function
head of Human Resources, the responsible corporate senior
management appointed by CEO that oversees the Ombudsman
system, or to the Chairman of the Company’s Audit Committee
directly.
Self-Assessment of All Departments and Employees:
Self-assessment of all departments and employees is an
important part of our ethics compliance program. All
departments and subsidiaries of TSMC are required to conduct
Control Self-Assessment (CSA) tests annually to review
employees’ awareness of the Ethics Code. The CSA results are
reviewed to track the results of our compliance program. In
addition, all employees must disclose any matters that cause,
or may cause, actual or potential conflict of interest. In addition
to this proactive disclosure requirement, employees with
specific job grades or job responsibilities must annually declare
any relationships that may constitute a conflict of interest,
which enables TSMC to take necessary arrangements and
report the results to the Audit Committee.
Internal Auditing: The Internal Auditor of TSMC plays a critical
role in ensuring the Company’s compliance with the Ethics
Code and relevant rules and regulations. To ensure that our
050
051
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.
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.
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 terms
of training courses, TSMC not only provides annual online course on the Ethics Code and requires all employees to complete the
training, as well as face-to-face training courses delving into more specific ethics-related topics for targeted employees. In 2020,
there were about 50,482 attendances that completed ethics-related training courses at TSMC and its subsidiaries. TSMC not only
provides annual online courses on professional ethics and requires colleagues to complete the training.
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
2020, 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, 518 attendees from 337 suppliers participated in these activities. We also exchange views on appropriate business conduct
and TSMC’s ethical standards and implementation status 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
FY2016
FY2017
FY2018
FY2019
116
16
2
5
5
113
20
4
7
3
150
14
1
3
3
205
26
2
4
4
FY2020
246 (Note 1)
22
6 (Note 2)
4
2 (Note 3)
Note 1: Among them, 155 cases were related to employee relations, 69 cases were categorized as others (e.g. asking personal questions or private matters), and 22 cases were related to ethics.
Note 2: One incident involved an employee who committed multiple serious violations of the Ethics Code by borrowing money from vendors and defrauding peers in the name of purchasing discounted
vouchers. The employee was dismissed. One incident involved an employee who grossly violated Company regulations by over-claiming a large amount of materials for unnecessary replacement
in order to obtain. The employee was dismissed. For each the remaining four incidents, the Company took progressive disciplinary actions, taking into account the nature and severity of the
misconduct: one incident involved an employee who violated Company policy by improperly leaking a project’s base price to a certain vendor. Although the act did not bring harm to the
company, impartiality and professionalism were compromised as a result; one incident involved an employee who failed to disclose a situation in which he/she had interest that conflicts with the
company, in violation of the Ethics Code; one incident involved an employee who violated the Ethics Code by mismanaging vendor/supplier relationships; one incident involved an employee who
violated Company procurement process by making a payment request with mismatched justification.
Note 3: These two employees who violated Company sexual prevention policy were disciplined by the company, and one was dismissed. Meanwhile, Company leveraged the two violations to strengthen
the promotion of how to use social media properly in 2020 TMSC annual sexual harassment prevention so as to raise employees’ awareness since these two incidents were involved in misuse of
social media.
3.5.1 Taiwan Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory
Causes for the
Difference
None
Commission
Assessment Item
Yes
No
Summary
Implementation Status
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?
V
(2) Whether the company has established an assessment mechanism for
V
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?
(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)
052
053
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?
(5) Does the company provide internal and external ethical conduct training
programs on a regular basis?
3. Implementation of Complaint Procedures
(1) Does the company establish specific complaint and reward 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)?
Yes
No
Summary
Implementation Status
Causes for the
Difference
None
V
V
V
V
V
V
V
V
V
(1) We expect and assist our customers, suppliers, business partners, and any other
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.
(1) TSMC’s Audit Committee approved and TSMC has 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 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), CSR/ESG Report and includes TSMC Ethics and
Business Conduct Policy on its external website (available at: http://www.tsmc.com).
None
None
5. If the company has established corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any discrepancy between the
policies and their implementation.
TSMC has established the Ethics Code to require that all employees, officers and board members comply with the Ethics Code and the other policies and procedures. There is no discrepancy between the Ethics
Code, including its affiliate policies and procedures, and its implementation. For more details, please refer to “3.5 Code of Ethics and Business Conduct” on page 51-54 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 51-54 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 one of the major component of our regulatory
compliance program. To get updated information on laws and
regulations related to their daily operations and to strengthen
TSMC’s employees’ commitment to ethical conduct through
regular promotion and training courses. Highlights of our
training include:
● Multiple types for training and promotion: TSMC enriches
employees’ information sources for regulatory compliance
through various promotion activities. 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;
● Focused face-to-face training courses for different business
attributes: face-to-face 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;
● Various online courses available to employees at any
time: 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;
● Continuous training of the Legal team: TSMC’s Legal team
actively participate in external professional courses held in
Taiwan or abroad to receive current developments of new
laws and regulations and track the latest developments in
various professional legal fields, and for its lawyers to comply
with applicable continuing legal education requirements.
External experts are also invited to give in-house lectures on
key issues.
Reporting Channels
TSMC provides multiple channels for reporting business
conduct concerns to ensure that our conduct meets relevant
legal requirements and the highest ethical standards under the
Ethics Code. For more details about the reporting channels,
please refer to “3.5 Code of Ethics and Business Conduct” on
page 51-54 of this Annual Report.
054
055
● Supplier Management: TSMC shares and exchanges practical
experiences with suppliers with sales offices in Taiwan by
holding both a sustainable supply chain experience exchange
and annual Responsible Supply Chain Forums on topics
such as Ethics Code, labor rights, environmental protection
and occupational safety. In total, 518 attendees from 347
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, requesting
suppliers to fill in the “Conflict Minerals Reporting Template”
and sign the “TSMC Conflict-Free Minerals Declaration” every
year. TSMC will continuously make progress to ensure a
conflict-free supply chain.
● 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 conducts an annual training on
privacy and personal data protection to enhance employees’
awareness and compliance. In addition, a personal data
protection committee composed of Legal, Human Resources,
and IT divisions convene on an annual basis to assist the
implementation of and monitoring compliance with the rules.
● 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 during daily
operations, TSMC established antitrust training programs and
conducted several antitrust trainings, via either face-to-face
onsite training sessions or on-line learning programs, for
global sales personnel and employees in relevant departments
at Taiwan, United States, Europe, Japan, Korea and mainland
China areas – a total of 841 employees completed the on-line
program as requested.
Major Accomplishments
In 2020, 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 corporate
governance, 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: providing an “Annual Ethics and
Compliance Training Course” (mandatory 0.5 hour online
course) covering various important regulatory compliance
topics – a total of about 50,482 employees completed this
training course – with all production staffs were starting from
2019.
● Export Compliance: TSMC’s export management system
(EMS) and policy have been in place for a number of
years. It aims to ensure that TSMC and its subsidiaries are
in compliance with all applicable regulations covering the
export of information, technologies, products, materials and
equipment. TSMC’s 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 of the export control
requirements, in 2020 TSMC altogether provided more than
20 face-to-face communication sessions and on-line learning
program to employees in relevant functions - a total of 1,272
employees completed these sessions or the programs as
requested.
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 09, 2021
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 2020:
1. TSMC’s Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate
internal control system. Internal control system is designed to provide reasonable assurance over the effectiveness and
efficiency of our operations (including profitability, performance and safeguarding of assets), reliability, timeliness,
transparency and regulatory compliance 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. Each component
also includes several items which can be found in the Regulations.
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, 2020, 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 and regulatory
compliance 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 09, 2021, with none of the ten
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
056
057
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
3.8.1 Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate
Governance Officer and R&D during 2020 and as of the Date of this Annual Report: None.
3.9.2 CPA’s information
(1) Former CPAs
Date of Change
Approved by BOD on November 10, 2020
3.8.2 Certification of Employees Whose Jobs are Related to the Release of the Company’s Financial Information
Reasons and Explanation of Changes
In compliance with regulatory requirements on rotation, the co-signing partner Yu-Feng Huang will be replaced by Shang-Chih Lin starting from
2021. The engagement partner will remain to be Mei-Yen Chiang.
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)
Certificate in Financial Management (CFM)
Certification in Control Self-Assessment (CCSA)
Certification in Risk Management Assurance (CRMA)
Certified Information Systems Auditor (CISA)
Certified Fraud Examiner (CFE)
BS7799/ISO 27001 Lead Auditor
Number of Employees
Internal Audit
2
2
-
12
-
-
-
-
3
3
5
1
2
Finance
44
11
1
5
2
2
1
1
-
-
-
-
-
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.
State Whether the Appointment is Terminated or
Rejected by the Consignor or CPAs
Status
Client
CPA
Consignor
Appointment terminated automatically
Not available
Not available
Appointment rejected (discontinued)
Not available
Not available
The Opinions Other than Unmodified Opinion
Issued in the Last Two Years and the Reasons for
the Said Opinions
Is There Any Disagreement in Opinion with the
Issuer
None
Yes
Supplementary Disclosure (Disclosures Specified in
Article 10.6.1.4~7 of the Standards)
No
Explanation
None
(2) Successor CPAs
Accounting Firm
CPA
Date of Engagement
Accounting principle or practice
Disclosure of financial statements
Auditing scope or procedures
Others
ˇ
Deloitte & Touche
Mei-Yen Chiang and Shang-Chih Lin
Approved by BOD on November 10, 2020
Prior to the Formal Engagement, Any Inquiry or Consultation on the Accounting
Treatment or Accounting Principles for Specific Transactions, and the Type of Audit
Opinion that Might be Rendered on the Financial Report
Written Opinions from the Successor CPAs that are Different from the Former CPA’s
Opinions
None
None
CPA’s Audit Period
Remark
3.9.3 TSMC’s Chairman, Directors, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of Its
(3) The reply of former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards: None.
Unit: NT$ thousands
Accounting
Firm
Name of CPA
Audit
Fee
Non-audit Fee
System
Design
Company
Registration
Human
Resource
Others
(Note)
Subtotal
Deloitte & Touche
Mei-Yen Chiang,
Yu-Feng Huang,
and others
60,253
-
-
-
10,063
10,063
01/01/2020 - 12/31/2020
-
Note: The fees were mainly related to the bond offering that was borne by the underwriter.
Finance and Accounting Operations Did Not Hold Any Positions within TSMC’s Independent Audit Firm or Its
Affiliates in the Most Recent Year.
3.9.4 Evaluation of the External Auditor’s Independence
The Audit Committee 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, commercial relations, employment relations, and etc.
3.10 Material Information Management Procedure
TSMC has established relevant procedures for managing and disclosing material information. The responsible departments regularly
remind all officers and employees about the need to comply with these procedures and other applicable regulations when they
become aware of any potential material information and the possible need to publicly disclose such information. To ensure that our
employees, managers and board directors are aware of and comply with these relevant regulations, TSMC has also established our
“Insider Trading Policy”. To reduce the risk of insider trading, on-line training programs and live seminars are conducted periodically.
In addition, employees can familiarize themselves with relevant internal policies and training articles by easily accessing TSMC’s Legal
Organization intranet website.
058
059
060
060
061
061
4.1 Capital and Shares
4.1.1 Capitalization
Unit: Share/NT$
Face Value Per Share
Authorized Share Capital
Capital Stock
Shares
Amount
Shares
Amount
Remark
As of 02/28/2021
10
28,050,000,000
280,500,000,000
25,930,380,458
259,303,804,580
No change in Authorized Share Capital and Capital Stock
during 2020 and as of 02/28/2021
4.1.2 Capital and Shares
Unit: Share
Type of Stock
Common Stock
Shelf Registration: None.
4.1.3 Composition of Shareholders
Common Share
Authorized Share Capital
Listed Shares
25,930,380,458
Unissued Shares
2,119,619,542
Type of Shareholders
Number of Shareholders
Government
Agencies
Financial
Institutions
Other Juridical
Persons
Foreign Institutions
and Natural Persons
Domestic Natural
Persons
5
170
2,217
5,455
601,562
As of 02/28/2021
Total
28,050,000,000
As of 12/23/2020 (Note)
Total
609,409
Shareholding
1,654,461,110
809,081,441
1,257,529,349
19,795,784,323
2,413,524,235
25,930,380,458
Shareholding Percentage
6.38%
3.12%
4.85%
76.34%
9.31%
100.00%
Note: Record date for the second quarter 2020 cash dividend distribution.
Distribution of Shareholding
Common Share
Shareholding Range
Number of Shareholders
Shareholding
Shareholding Percentage
As of 12/23/2020 (Note)
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
287,233
254,248
32,167
11,344
5,559
5,597
2,708
1,697
3,306
1,808
1,200
506
309
199
1,528
609,409
44,716,170
480,113,158
235,488,920
139,824,302
98,468,155
137,709,204
94,147,114
76,648,811
230,904,152
251,198,641
335,329,150
246,212,952
213,011,618
177,845,047
23,168,763,064
25,930,380,458
0.17%
1.85%
0.91%
0.54%
0.38%
0.53%
0.36%
0.30%
0.89%
0.97%
1.29%
0.95%
0.82%
0.69%
89.35%
100.00%
Note: Record date for the second quarter 2020 cash dividend distribution.
Preferred Share: None.
4.1.4 Major Shareholders
Common Share
Shareholders
ADR-Taiwan Semiconductor Manufacturing Company, Ltd.
National Development Fund, Executive Yuan
Citibank (Taiwan) Ltd. in custody for Government of Singapore
Citibank (Taiwan) Ltd. in custody for Norges Bank
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series
of Vanguard Star Funds
New Labor Pension Fund
Fubon Life Insurance Co., Ltd
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Emerging Markets Stock Index Fund, a series
of Vanguard International Equity Index Funds
JPMorgan Chase Bank N.A., Taipei Branch in custody for Invesco Oppenheimer Developing Markets Fund
JPMorgan Chase Bank N.A., Taipei Branch in custody for New Perspective Fund
Note: Record date for the second quarter 2020 cash dividend distribution.
Shareholding
Shareholding Percentage
As of 12/23/2020 (Note)
5,321,819,398
1,653,709,980
664,026,441
400,245,488
345,882,748
279,045,255
246,007,308
214,909,785
210,336,429
207,355,941
20.52%
6.38%
2.56%
1.54%
1.33%
1.08%
0.95%
0.83%
0.81%
0.80%
062
063
4.1.5 Net Change in Shareholding by Directors, Management and Shareholders with 10% Shareholdings or More
Unit: Share
Title
Name
Chairman
Mark Liu
Chief Executive Officer & Vice Chairman
C.C. Wei
Director
F.C. Tseng
Director
National Development Fund, Executive Yuan
Representative: Ming-Hsin Kung
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
Independent Director
Yancey Hai (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
Senior Vice President
Cliff Hou
Senior Vice President
Kevin Zhang
Vice President and General Counsel/Corporate Governance
Officer
Sylvia Fang
Vice President
Connie Ma
Vice President
Y.L. Wang
2020
01/01/2021 - 02/28/2021
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
59,000
(1,300,000)
-
-
-
-
-
30,000
10,648
43,000
-
41,000
-
-
-
-
-
-
-
-
-
(100,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
130,233 (Note 5)
-
930
25,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
-
-
-
-
-
-
-
-
-
-
-
(Continued)
Title
Name
Vice President and TSMC Distinguished Fellow
Doug Yu
Vice President and TSMC Fellow
Alexander Kalnitsky (Note 2)
Vice President and TSMC Fellow
T.S. Chang
Vice President
Michael Wu
Vice President
Min Cao
Vice President
H.-S. Philip Wong (Note 2)
Vice President
Marvin Liao
Vice President
Y.H. Liaw
Vice President
Simon Jang
Vice President, Chief Financial Officer/Spokesperson
Wendell Huang
Vice President
C.S. Yoo (Note 3)
Vice President
Jun He (Note 3)
Vice President
Geoffrey Yeap (Note 4)
Vice President and Chief Information Officer
Chris Horng-Dar Lin (Note 4)
2020
01/01/2021 - 02/28/2021
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
-
-
(27,000)
5,000
-
-
10,000
-
-
214
-
1,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,000
-
-
-
-
-
5,000
-
-
20
-
4,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1: Mr. Yancey Hai was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on June 9, 2020. His shareholding was disclosed starting from that date.
Note 2: Vice President Alexander Kalnitsky retired, effective December 29, 2020. Vice President Dr. Philip Wong resigned and became a special consultant to TSMC, effective April 1, 2020. Their
shareholdings will not be disclosed after that date.
Note 3: Dr. C.S. Yoo and Dr. Jun He were promoted to Vice President, effective November 10, 2020. Their shareholdings were disclosed starting from that date.
Note 4: Dr. Geoffrey Yeap and Dr. Chris Horng-Dar Lin were promoted to Vice President, effective February 9, 2021. Their shareholdings were disclosed starting from that date.
Note 5: The increased shareholding was acquired from a relative rather than a purchase from market.
064
065
4.1.6 Stock Trade with Related Party
4.1.9 Long-term Investment Ownership
Name
Reason of the Transfer
Transfer Date
Transferee
Relation with the
Transferee
Shares
Transfer Price
Kok-Choo Chen
Inheritance
11/13/2020
Heungtat Ng
Spouse
5,120
-
4.1.7 Stock Pledge with Related Party: None.
4.1.8 Related Party Relationship among TSMC’s 10 Largest Shareholders
Common Share
Name
Shares Held
Shares Held by Spouse &
Minors
Shares Held in the Name
of Others
Shares
%
Shares
ADR-Taiwan Semiconductor Manufacturing Company, Ltd.
5,321,819,398
20.52%
National Development Fund, Executive Yuan
1,653,709,980
Representative: Ming-Hsin Kung
Citibank (Taiwan) Ltd. in custody for Government of
Singapore
Citibank (Taiwan) Ltd. in custody for Norges Bank
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of
Vanguard Star Funds
New Labor Pension Fund
Fubon Life Insurance Co., Ltd
Chairman: Richard M. Tsai
779
664,026,441
400,245,488
345,882,748
279,045,255
246,007,308
6.38%
0.00%
2.56%
1.54%
1.33%
1.08%
0.95%
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Emerging Markets Stock Index Fund, a series of
Vanguard International Equity Index Funds
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Invesco Oppenheimer Developing Markets Fund
JPMorgan Chase Bank N.A., Taipei Branch in custody for
New Perspective Fund
214,909,785
0.83%
210,336,429
0.81%
207,355,941
0.80%
Note: Record date for the second quarter 2020 cash dividend distribution.
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
Not Available
N/A
N/A
N/A
Shares
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
As of 12/23/2020 (Note)
Name and Relationship
between TSMC’s
Shareholders
Name
Relationship
None
None
None
None
None
None
None
None
None
None
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 12/31/2020 (Note 5)
Long-term Investment
Equity Method:
TSMC Partners, Ltd.
TSMC Global Ltd.
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
988,268,244
11,284
11,000,000
200
6,000
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
TSMC Design Technology Japan, Inc.
11,000 (Note 1)
TSMC Korea Limited
80,000
TSMC China Company Limited
Not Applicable (Note 2)
100%
Not Applicable (Note 2)
TSMC Nanjing Company Limited
Not Applicable (Note 2)
100%
Not Applicable (Note 2)
TSMC Arizona Corporation
30,001
100%
VisEra Technologies Company Ltd.
253,120,000 (Note 3)
86.94% (Note 3)
Systems on Silicon Manufacturing Co. Pte. Ltd.
Vanguard International Semiconductor Corp.
Xintec Inc.
Global UniChip Corporation
313,603
464,223,493
111,281,925
46,687,859
38.79%
28.32%
41.01%
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)
275,614,145
16.82% (Note 4)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
988,268,244
11,284
11,000,000
200
6,000
11,000 (Note 1)
80,000
Not Applicable (Note 2)
Not Applicable (Note 2)
30,001
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
253,120,000 (Note 3)
86.94% (Note 3)
313,603
739,837,638
111,281,925
46,687,859
Not Applicable (Note 2)
Not Applicable (Note 2)
38.79%
45.14%
41.01%
34.84%
98.00%
98.00%
Note 1: In February 2021, TSMC had a capital injection in TSMC Design Technology Japan, Inc. Total shares held by TSMC increased to 15,000 shares accordingly.
Note 2: Not applicable. These firms do not issue shares. TSMC’s investments are measured as a percentage of ownership.
Note 3: On February 9, 2021, TSMC’s Board of Directors approved the sale of up to 39,501,000 common shares of VisEra Technologies Company Ltd. After such share disposal, shares owned by TSMC
will decrease to 213,619,000 shares and TSMC’s ownership in VisEra will be reduced to 73.37%.
Note 4: TSMC’s Director, National Development Fund of Executive Yuan, held 16.72% while other Directors and Management held 0.10%.
Note 5: On November 10, 2020, TSMC’s Board of Directors approved the investment in a new venture capital fund, Emerging Fund L.P. The fund was established in January 2021. On February 9, 2021,
TSMC’s Board of Directors approved to establish a wholly-owned subsidiary in Japan to expand the Company’s 3DIC material research.
066
067
4.1.10 Share Information
2020 Quarterly Earnings Distribution
TSMC’s earnings per share in 2020 increased 50.0% from 2019 to NT$19.97 per share. The following table details TSMC’s market
price, net worth, earnings, and dividends per common share, as well as other data regarding return on investment.
Market Price, Net Worth, Earnings, and Dividends Per Common Share
Unit: NT$, except for weighted average shares and return on investment ratios
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)
2019
345.00
208.00
261.73
62.53
60.03
25,930,380
13.32
9.50
-
19.65
27.55
3.6%
2020
01/01/2021 - 02/28/2021
530.00
248.00
378.65
71.33
68.83 (Note 5)
25,930,380
19.97
10.00 (Note 5)
-
18.96
37.86 (Note 5)
2.6% (Note 5)
673.00
536.00
614.21
-
-
-
-
-
-
-
-
-
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 2020, which were approved by Board of Directors on February 9, 2021.
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, TSMC will not pay dividends or make other
distributions to shareholders when there are no earnings. The Company’s profits may be distributed by way of cash dividend, stock
dividend, or a combination of cash and stock. Pursuant to the Company’s Articles of Incorporation, 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.
In the Annual Shareholders’ Meeting on June 5, 2019, the Company’s shareholders 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 the Company’s Board of Directors approves quarterly cash dividends, TSMC will distribute the dividend within six months. The
respective amounts and payment dates of 2020 quarterly cash dividends are demonstrated in the table below. TSMC intends to
maintain a sustainable cash dividend on both an annual and quarterly basis.
Unit: NT$
Period
First quarter of 2020
Second quarter of 2020
Third quarter of 2020
Fourth quarter of 2020
Approved Date
Payment Date
Cash Dividends Per Share
05/12/2020
08/11/2020
11/10/2020
02/09/2021
10/15/2020
01/14/2021
04/15/2021
07/15/2021
NT$2.5
NT$2.5
NT$2.5
NT$2.5
Total Earnings Distribution
Amount
64,825,951,145
64,825,951,145
64,825,951,145
64,825,951,145
4.1.12 Compensation to Directors and Profit Sharing to Employees
Based on TSMC’s Articles of Incorporation, before paying dividends or bonuses to shareholders, TSMC shall set aside not more than
0.3% of its annual profit to directors as compensation and not less than 1% to employees as a profit sharing.
As resolved by TSMC’s Board of Directors on February 9, 2021, a profit sharing to employees was expensed based on a certain
percentage of 2020 profit; compensation to directors was expensed based on the estimated amount of payment. If the actual
amounts subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change
in accounting estimate.
2020 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employee’s Profit Sharing (Cash)
Board Resolution (02/09/2021)
Amount (NT$ thousands)
509,753
34,753,184
Note: NT$34,753,184 thousand business performance bonus was already distributed following each quarter of 2020. The above employees’ profit sharing will be distributed in July, 2021.
2019 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employees’ Profit Sharing (Cash)
Board Resolution (02/11/2020)
Actual Result (Note)
Amount (NT$ thousands)
Amount (NT$ thousands)
360,404
23,165,745
360,404
23,034,200
Note: The above directors’ compensation and employees’ profit sharing were expensed under the Company’s 2019 statement of comprehensive income and were approved by the Board of Directors at its
meeting on February 11, 2020. However, due to employee turnover, the employees’ profit sharing in the amount of NT$131,545 thousand was undistributed, and related expense was reversed in
2020.
4.1.13 Impact to 2021 Business Performance and EPS Resulting from Stock Dividend Distribution: Not applicable.
4.1.14 Buyback of Common Stock: None.
068
069
4.2 Issuance of Corporate Bonds
4.2.1 Corporate Bonds
NTD Corporate Bonds
As of 02/28/2021
Issuance
Issue Date
Denomination
Offering Price
Total Amount
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)
Domestic Unsecured Bond
(109-1)
Domestic Unsecured Bond
(109-2)
Domestic Unsecured Bond
(109-3)
Domestic Unsecured Bond
(109-4)
Domestic Unsecured Bond
(109-5)
Domestic Unsecured Bond
(109-6, Green Bond)
Domestic Unsecured Bond
(109-7)
10/09/2012
01/04/2013
02/06/2013
07/16/2013
09/25/2013
03/23/2020
04/15/2020
05/29/2020
07/14/2020
09/03/2020
12/02/2020
12/29/2020
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
NT$10,000,000
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
NT$4,400,000,000
NT$23,600,000,000
NT$21,400,000,000
NT$13,700,000,000
NT$15,000,000,000
NT$24,000,000,000
NT$21,600,000,000
NT$14,400,000,000
NT$13,900,000,000
NT$15,600,000,000
NT$12,000,000,000
NT$18,500,000,000
Coupon (Per Annum)
1.53%
Tranche A: 1.23%
Tranche B: 1.35%
Tranche C: 1.49%
Tranche A: 1.23%
Tranche B: 1.38%
Tranche C: 1.50%
Tranche A: 1.50%
Tranche B: 1.70%
Tenure and Maturity Date
Tenure: 10 years
Maturity: 10/09/2022
Tranche A: 5 years
Maturity: 01/04/2018
Tranche B: 7 years
Maturity: 01/04/2020
Tranche C: 10 years
Maturity: 01/04/2023
Tranche A: 5 years
Maturity: 02/06/2018
Tranche B: 7 years
Maturity: 02/06/2020
Tranche C: 10 years
Maturity: 02/06/2023
Tranche A: 7 years
Maturity: 07/16/2020
Tranche B: 10 years
Maturity: 07/16/2023
Tranche A: 1.35%
Tranche B: 1.45%
Tranche C: 1.60%
Tranche D: 1.85%
Tranche E: 2.05%
Tranche F: 2.10%
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
Tranche A: 0.58%
Tranche B: 0.62%
Tranche C: 0.64%
Tranche A: 0.52%
Tranche B: 0.58%
Tranche C: 0.60%
Tranche A: 0.55%
Tranche B: 0.60%
Tranche C: 0.64%
Tranche A: 0.58%
Tranche B: 0.65%
Tranche C: 0.67%
Tranche A: 0.50%
Tranche B: 0.58%
Tranche C: 0.60%
Tranche A: 0.40%
Tranche B: 0.44%
Tranche C: 0.48%
Tranche A: 0.36%
Tranche B: 0.41%
Tranche C: 0.45%
Tranche A: 5 years
Maturity: 03/23/2025
Tranche B: 7 years
Maturity: 03/23/2027
Tranche C: 10 years
Maturity: 03/23/2030
Tranche A: 5 years
Maturity: 04/15/2025
Tranche B: 7 years
Maturity: 04/15/2027
Tranche C: 10 years
Maturity: 04/15/2030
Tranche A: 5 years
Maturity: 05/29/2025
Tranche B: 7 years
Maturity: 05/29/2027
Tranche C: 10 years
Maturity: 05/29/2030
Tranche A: 5 years
Maturity: 07/14/2025
Tranche B: 7 years
Maturity: 07/14/2027
Tranche C: 10 years
Maturity: 07/14/2030
Tranche A: 5 years
Maturity: 09/03/2025
Tranche B: 7 years
Maturity: 09/03/2027
Tranche C: 10 years
Maturity: 09/03/2030
Tranche A: 5 years
Maturity: 12/02/2025
Tranche B: 7 years
Maturity: 12/02/2027
Tranche C: 10 years
Maturity: 12/02/2030
Tranche A: 5 years
Maturity: 12/29/2025
Tranche B: 7 years
Maturity: 12/29/2027
Tranche C: 10 years
Maturity: 12/29/2030
Bullet
Bullet
Bullet
Bullet
Bullet
Bullet
Bullet
Bullet
Two equal installments in last
two years
Two equal installments in last
two years
Two equal installments in last
two years
Two equal installments in last
two years
NT$4,400,000,000
NT$3,000,000,000
NT$3,600,000,000
NT$3,500,000,000
NT$10,600,000,000
NT$24,000,000,000
NT$21,600,000,000
NT$14,400,000,000
NT$13,900,000,000
NT$15,600,000,000
NT$12,000,000,000
NT$18,500,000,000
twAAA
(Taiwan Ratings Corporation,
09/04/2012)
twAAA
(Taiwan Ratings Corporation,
11/29/2012)
twAAA
(Taiwan Ratings Corporation,
12/18/2012)
twAAA
(Taiwan Ratings Corporation,
05/16/2013)
twAAA
(Taiwan Ratings Corporation,
08/06/2013)
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Yuanta Securities Co., Ltd
MasterLink Securities Co., Ltd Hua Nan Securities Co., Ltd
Capital Securities Co., Ltd
KGI Securities Co., Ltd
Capital Securities Co., Ltd
KGI Securities Co., Ltd
Taipei Fubon Commercial Bank Co., Ltd.
None
True Honesty International Law Offices
Deloitte & Touche
None
None
None
Not Applicable
None
None
Repayment
Outstanding
Credit Rating
Underwriter
Trustee
Guarantor
Legal Counsel
Auditor
Redemption or Early Repayment Clause
Covenants
Other Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
Dilution Effect and Other Adverse Effects on
Existing Shareholders
None
Custodian
None
Not Applicable
Taipei Fubon Commercial Bank Co., Ltd
None
Modern Law Office
Deloitte & Touche
None
None
None
Not Applicable
070
071
US-dollar Domestic Unsecured Bond (109-1)
Senior Unsecured Notes (Note)
As of 02/28/2021
USD Corporate Bonds
Issuance
Issue Date
Denomination
Listing
Offering Price
09/22/2020
US$1,000,000
Taipei Exchange
Par
Total Amount
US$1,000,000,000
Coupon (Per Annum)
2.70%
Tenure and Maturity Date
40 years
Maturity: 09/22/2060
09/28/2020
US$200,000 and integral multiples of US$1,000 in excess thereof
Singapore Exchange
2025 Notes: 99.907%
2027 Notes: 99.603%
2030 Notes: 99.083%
US$3,000,000,000
2025 Notes: 0.75%
2027 Notes: 1.00%
2030 Notes: 1.375%
2025 Notes: 5 years
Maturity: 09/28/2025
2027 Notes: 7 years
Maturity: 09/28/2027
2030 Notes: 10 years
Maturity: 09/28/2030
Bullet
US$3,000,000,000
Aa3 (Moody’s Investors Service, 09/21/2020)
AA- (Standard & Poor’s Rating Services, 09/21/2020)
Goldman Sachs International as lead underwriter
Repayment
Outstanding
Credit Rating
Underwriter
Trustee
Guarantor
Legal Counsel
Bullet
US$1,000,000,000
Not Applicable
Goldman Sachs (Asia) L.L.C., Taipei Branch
KGI Securities Co. Ltd. (lead underwriter)
Mega International Commercial Bank Co., Ltd.
Citicorp International Limited
None
TSMC
True Honesty International Law Offices
Sullivan & Cromwell (Hong Kong) LLP
Harney Westwood & Riegels
Lee and Li, Attorneys-at-Law
Deloitte & Touche
Auditor
Deloitte & Touche
4.2.2 Convertible Bond: None.
4.2.3 Exchangeable Bond: None.
4.2.4 Shelf Registration: None.
4.2.5 Bond with Warrants: None.
4.3 Preferred Shares
4.3.1 Preferred Shares: None.
4.3.2 Preferred Shares with Warrants: None.
Redemption or Early Repayment Clause
Callable on the 5th anniversary of the issue date and every anniversary
thereafter
Issuer may, at its option, redeem the Notes, at any time, in whole or in part
at the relevant redemption price according to relevant agreements
Covenants
Other
Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
None
None
Not Applicable
Dilution Effect and Other Adverse Effects
on Existing Shareholders
Custodian
None
None
None
None
Not Applicable
None
None
Note: Issued by TSMC Global Ltd., a wholly-owned subsidiary of TSMC, and unconditionally and irrevocably guaranteed by TSMC.
072
073
4.4 Issuance of American Depositary Shares
Issue Date
10/08/1997
11/20/1998
01/12/1999 -
01/14/1999
07/15/1999
08/23/1999 -
09/09/1999
02/22/2000 -
03/08/2000
04/17/2000
06/07/2000 -
06/15/2000
05/17/2001 -
06/11/2001
11/27/2001
02/07/2002 -
02/08/2002
11/21/2002 -
12/19/2002
07/14/2003 -
07/21/2003
11/14/2003
08/10/2005 -
09/08/2005
05/23/2007
Total Amount
(US$ million)
595
Offering Price Per ADS
(US$)
24.78
185
15.26
36
17.75
296
159
24.516
28.964
379
57.79
225
56.16
1,168
35.75
539
20.63
321
16.03
1,002
16.75
160
8.73
909
10.40
1,077
10.77
1,402
8.60
2,563
10.68
Units Issued
24,000,000
12,094,000
2,000,000
12,094,000
5,486,000
6,560,000
4,000,000
32,667,800
26,110,000
20,000,000
59,800,000
18,348,000
87,357,200
100,000,000
163,027,500
240,000,000
Cash Offering and
TSMC Common
Shares from Selling
Shareholders
(Note 4)
TSMC Common Shares from Selling Shareholders
(Note 3)
Common Shares
Represented
Each unit of ADS represents five TSMC Common Shares.
Underlying Securities
TSMC Common Shares from Selling Shareholders
Apportionment of
Expenses for Issuance
and Maintenance
(Note 3)
Issuance and Listing
NYSE
Rights and Obligations
of ADS Holders
Same as those of Common Share Holders
Trustee
Not Applicable
Depositary Bank
Citibank, N.A. – New York
Citibank, N.A. – Taipei Branch
As of February 28, 2021, total number of outstanding ADSs was 1,064,315,074.
See Deposit Agreement and Custody Agreement for Details
Custodian Bank
(Note 1)
ADSs Outstanding
(Note 2)
Terms and Conditions
in the Deposit
Agreement and
Custody Agreement
Closing Price Per
ADS (US$; source:
Bloomberg)
01/01/2020 -
12/31/2020
01/01/2021 -
02/28/2021
High
Low
Average
High
Low
Average
109.04
43.89
69.74
140.05
111.70
127.83
Note 1: Citibank, N.A., Taipei Branch changed its name to “Citibank Taiwan Limited” in 2009.
Note 2: TSMC has in aggregate issued 813,544,500 ADSs since 1997, which, if taking into consideration stock dividends distributed over the period, would amount to 1,147,835,205 ADSs. Stock
dividends distributed in 1998, 1999, 2000, 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008 and 2009 were 45%, 23%, 28%, 40%, 10%, 8%, 14.08668%, 4.99971%, 2.99903%, 0.49991%,
0.50417% and 0.49998%, respectively. As of February 28, 2021, total number of outstanding ADSs was 1,064,315,074 after 83,520,131 were redeemed.
Note 3: All fees and expenses related to issuance of ADSs were paid by the selling shareholders, while maintenance expenses were borne by TSMC.
Note 4: All fees and expenses related to issuance of ADSs were paid proportionately by TSMC and the selling shareholders, while maintenance expenses were borne by TSMC.
074
075
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 Funding Plans and Implementation
The funds raised by TSMC through issuances of domestic corporate bonds are used in accordance with respective funding plans and
actual needs. As of the end of the fourth quarter of 2020, the implementation of uncompleted funding plans was as follow:
Projects
Unsecured Corporate Bond (109-6, Green
Bond)
Gross Proceeds
NT$12 billion
Use of Proceeds
Implementation Status
Green buildings and environmental
protection related expenditures
Unsecured Corporate Bond (109-7)
NT$18.5 billion
Purchase/expansion of facilities and
equipment
US-dollar Domestic Unsecured Corporate
Bond (109-1)
US$1 billion
Purchase/expansion of facilities and
equipment
As of the end of the fourth quarter of 2020, the actual
implementation rate was 9.12% (calculated based on
actual payment requests), as compared to the planned
implementation rate of 13.92%. The funds were used for the
originally planned projects and there was no major difference
between the expected benefits and the actual situation.
The plan was originally scheduled to be implemented in the
first quarter of 2021. As of the end of the fourth quarter of
2020, the actual implementation rate was 64.37% due to
spending earlier than schedule. The funds were used for the
originally planned projects and there was no major difference
between the expected benefits and the actual situation.
The plan was originally scheduled to be implemented in the
first quarter of 2021. As of the end of the fourth quarter of
2020, the actual implementation rate was 42.50% due to
spending earlier than schedule. The funds were used for the
originally planned projects and there was no major difference
between the expected benefits and the actual situation.
076
077
078
078
079
079
079
5.1 Business Activities
5.1.1 Business Scope
As the founder and a 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 technologies, and
3DFabricTM advanced packaging and silicon stacking technologies, 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’s own 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 11,617 different products for 510 customers in 2020. 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, as well as consumer electronics such as digital TVs, game consoles,
digital cameras, AI-enabled IoT and wearables, and many other devices and applications.
The rapid ongoing evolution of end products prompts customers to pursue product differentiation using TSMC’s innovative
technologies and services and, at the same time, spurs TSMC’s own development of technology. As always, TSMC believes success
depends on leading rather than following industry trends.
2019
Shipments
Net Revenue
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
Amount
643,051
448,292
5.1.3 Consolidated Shipments and Net Revenue in 2020 and 2019
Unit: Shipments (thousand 12-inch equivalent wafers) / Net Revenue (NT$ thousands)
Wafer
Domestic (Note 1)
Export
Others (Note 2)
Domestic (Note 1)
Total
Export
Domestic (Note 1)
Export
2020
Shipments
2,038
10,360
N/A
N/A
2,038
10,360
Net Revenue
113,838,353
1,064,617,920
12,452,935
148,345,603
126,291,288
1,212,963,523
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.
5.1.4 Production in 2020 and 2019
Unit: Capacity / Output (million 12-inch equivalent wafers) / Amount (NT$ millions)
Wafers
Capacity
12 - 13
12 - 13
Output
12-13
9-10
Year
2020
2019
080
5.2 Technology Leadership
5.2.1 R&D Organization and Investment
In 2020, TSMC continued to invest in research and
development, with total R&D expenditures amounting to 8.2%
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 2020, following the transfer to
manufacturing 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 platform to
make use of 3D transistors, continues full development with
major customers completed IP design and started silicon
validation, the Company has proceeded into full development
of 2nm technology, which is the leading edge technology
in the semiconductor industry today. At the same time, the
Company’s research and pathfinding pushed forward with
exploratory studies for nodes beyond 2nm.
In addition to complementary-metal-oxide-semiconductor
(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 2020 include:
● Accomplished process validation of system-on-integrated-chip
(SoIC) for both chip-on-wafer (CoW) and wafer-on-wafer
(WoW) stacking using micron-level bonding-pitch processes
with promising electrical yield and reliability results
● Developed the fifth generation (Gen-5) chip on wafer on
substrate (CoWoS®) with record-breaking Si interposer area
up to 2,400mm2, which is equivalent to the size of three full
reticles. Qualification completion is targeted in the first half
of 2021
● Entered high-volume manufacturing of integrated fan-out
package-on-package (InFO-PoP) Gen-5 packaging for mobile
application processors and successfully qualified InFO-PoP
Gen-6 for mobile applications with enhanced thermal
performance
● Developed integrated fan-out on substrate (InFO-oS) Gen-3,
which provides more chip partition integration with larger
package size and higher bandwidth
● Expanded 12-inch Bipolar-CMOS-DMOS (BCD) technology
portfolio on 90nm, 55nm and 22nm, targeting a variety of
fast-growing applications of mobile power management ICs
with various levels of integration
● Achieved technical qualification of 28nm eFlash for
automobile electronics and micro controller units (MCU)
applications
● Began production of 28nm resistive random access memory
(RRAM) as a low-cost solution for the price sensitive IoT
market and 22nm magnetic random access memory (MRAM)
for next generation embedded memory MCUs, automotive
devices, IoT and AI applications
● Entered volume production of CMOS image sensors with
shrunk sub-micron pixel size and sensors meeting automotive
grade reliability compliance
In 2020, TSMC maintained strong partnerships with many
world-class research institutions, including SRC in the U.S.
and IMEC in Belgium. The Company 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 human talent
for the future.
R&D Expenditures
Amount: NT$ thousands
9
8
0
,
6
8
4
,
9
0
1
6
4
7
,
8
1
4
,
1
9
2019
2020
9
0
9
,
1
2
5
,
9
1
01/01/2021~
02/28/2021
081
5.2.2 R&D Accomplishments in 2020
Highlights
● 3nm Technology
In 2020, TSMC focused on the manufacturing baseline
process setup, yield learning, transistor and interconnect R/C
performance improvement, and reliability evaluation of 3nm
technology, which offers significant density improvement
with better performance at same power or lower power
consumption at comparable performance compared to 5nm
technology. During the year, major customers completed IP
design and started silicon validation. TSMC plans to complete
3nm technology qualification for risk production in 2021.
● 2nm Technology
In 2020, following initial research and pathfinding,
TSMC proceeded into the development stage of 2nm
technology, focusing on testkey and test vehicle design and
implementation, mask making and Si pilot runs.
● Lithography Technology
The focus for R&D lithography in 2020 was on 3nm and
2nm technology development and preparation of technology
development of next-generation nodes and beyond. In 3nm
technology development, EUV (extreme ultraviolet) lithography
showed good imaging capability with expected wafer yield.
TSMC R&D is working on reduction of mask defects in EUV
scanner and overlay errors while lowering overall cost. In
2021, TSMC will focus intensely on improving EUV quality and
reducing costs in 2nm technology and beyond.
In 2020, 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. EUV technology has been
adopted for full scale manufacturing.
● Mask Technology
Mask technology is very crucial in advanced lithography. In
2020, the R&D organization successfully completed 3nm node
mask technology development, which largely implemented
complicated and advanced EUV mask technology. Continuous
advancement of EUV mask technology was made to meet
mask requirements for 2nm node lithography.
Integrated Interconnect and Packaging
Wafer level system integration (WLSI) technologies have
evolved quickly with various platforms mixed and matched
in increasingly complex application scenarios. All such
technologies come under the umbrella of wafer level
integration, which TSMC has named 3DFabricTM for its
enablement of fine pitch chip-to-chip connection and a unified
fabrication philosophy leveraging existing wafer processes.
Under 3DFabricTM, all processes with chips that are embedded
before interconnection are called Integrated Fan-Out (InFO),
while all processes that start with making re-distribution
interconnection (RDL) followed by chip placement onto
pre-made RDL are called CoWoS®. This new nomenclature
more accurately reflects the nature of the processes involved
and points to their future technology paths. Along with
their siblings, SoIC, system-on-wafer (SoW), and system-
on-integrated-substrate (SoIS), they form a universal WLSI
technology family that will lead the industry in meeting the
future scaling needs as required by increasingly challenging
and more diversified computing systems integration.
● 3DIC and TSMC-SoICTM
TSMC-SoICTM is an innovative wafer-level frontend 3DIC
chip stacking platform with outstanding bonding density,
interconnect bandwidth, power efficiency, and thin profile.
It extends Moore’s Law through system-level scaling with
sustainable performance gains and cost benefits. A SoIC
integrated chip can be subsequently assembled using
conventional packages or using TSMC’s new 3DFabricTM
technologies, such as CoWoS or InFO, for next generation
HPC, AI and mobile applications. Currently, TSMC has
achieved process validation for both CoW and WoW stacking
using micron-level bonding-pitch processes with promising
electrical yield and reliability results. TSMC will keep pursuing
the scaling of SoIC technologies to align with the Company’s
other advanced Si technologies for further improved transistor
density, system power, performance, and area (PPA), and cost
competitiveness.
● Chip-Last CoWoS®
CoWoS® with Si interposer is the leading 2.5D technology for
high-end HPC and AI product applications. The technology
features a large Si interposer with sub-micron routing layers
and iCap (integrated capacitors), so that various chiplets such
as SoC and high bandwidth memory (HBM) can be placed on
it. The CoWoS® Gen-5 now under development has displayed
a record-breaking Si interposer area up to 2,400mm2, which is
equivalent in size to three full reticles. Qualification completion
is targeted in the first half of 2021.
● Chip-First InFO
In 2020, TSMC continued its industry leadership in
high-volume manufacturing of InFO-PoP Gen-5 packaging for
mobile applications and InFO-oS Gen-2 for HPC chip-partition
applications. InFO-PoP Gen-6 was also successfully qualified
for mobile applications and displayed enhanced thermal
performance. InFO-oS Gen-3, which provides more
chip-partition integration with larger package size and higher
bandwidth, was developed on schedule. To meet demand of
HPC applications, TSMC developed ultra-high bandwidth InFO
Local Silicon Interconnect (InFO_LSI) technology, in which
SoC chiplets are integrated into a 3D InFO package through
ultra-high density local Si interconnects (LSI). InFO without
substrate, which uses multi-die heterogeneous integration
and finer-pitch die-to-die interconnection, was successfully
qualified for consumer applications. The newest generation IPD
(integrated passive device) technology, which provides higher
density capacitors and low ESL (effective series inductance)
for improved electrical performance, passed qualification on
InFO-PoP. This enhanced InFO-PoP will benefit both AI and 5G
mobile applications. High volume manufacturing of the newest
IPD is scheduled to begin in 2021.
● Advanced Interconnect
TSMC provides innovative technologies to enable
small-dimensional interconnect and boost chip performance.
In 2020, a brand-new hybrid interconnect was proposed as a
future interconnect architecture. At small geometries, this new
architecture shows promising potential to resolve Cu gap-fill
difficulty and significantly reduce both interconnect resistance
and capacitance. Developing innovative solutions such as these
helps TSMC maintain its global technology leadership.
Corporate Research
Innovation in devices and materials continues to drive higher
performance and reduced power consumption in advanced
logic technologies. In 2020, TSMC stayed at the forefront
of 2D and carbon nanotube (CNT) transistor research.
TSMC successfully demonstrated a process to synthesize
one-atomic-layer thick, single-crystal, hexagonal boron nitride
(hBN) on full 2-inch wafers, a significant achievement as hBN
has been shown to be an ideal passivation layer for 2D device
channels. This outstanding fundamental research result was
published in the March 2020 issue of Nature, one of the
world’s leading science journals.
At the 2020 Symposia on VLSI Technology, TSMC
demonstrated the highest nFET current for 2D-FETs at a drain
voltage of 1V, with CVD MoS2 monolayer channel. And at
the 2020 International Electron Device Meeting, the Company
introduced a novel interfacial layer dielectric (ILX), which could
nucleate on CNT a continuous sub-0.5nm thickness film, which
allows growth of high-k gate dielectric (hafnium oxide) on CNT
by conventional ALD. Enabled by this novel ILX, top-gate CNT
transistors with gate length down to 15nm were demonstrated
with nearly ideal gate control.
TSMC continues to search and explore emerging high-density,
non-volatile memory hardware accelerators for AI and HPC
applications. The Company’s corporate research is well
positioned to pave the way for continued node-to-node density
scaling, performance enhancement, and power reduction as it
has done in the past.
Specialty Technologies
TSMC offers a broad array of technologies to address a wide
range of applications:
● Mixed Signal/Radio Frequency (MS/RF)
In 2020, TSMC developed a 3nm silicon proof and EM
simulation-based LC tank design to facilitate high-speed SerDes
(serializer/deserializer) circuit design with various metal scheme
options and layout specifications with shortened design
turnaround time. 2020 marked the first year that the end-users
began enjoying the benefit of high speed, low latency and
massive IoT in the 5G network roadmap. To improve the
cost–benefit ratio of 5G, TSMC provided various 7nm and
6nm RF devices for customer transceiver designs. To boost
performance in RF switching, TSMC developed a 40nm special
process for 5G RF FEM (frontend module) design in sub-6 GHz
applications. To accommodate higher frequencies, TSMC also
developed a N28HPC+ process for enhancing power amplifier
performance in 5G mmWave FEM designs.
● Power IC/Bipolar-CMOS-DMOS (BCD)
TSMC expanded the 12-inch BCD technology portfolio on
90nm, 55nm and 22nm in 2020, targeting a variety of
fast-growing applications for mobile power management
ICs with various levels of integration. This included dedicated
optimized 5V power switches to handle increasing power
demands driven by Li-ion batteries. 90nm BCD technology
covers wide spectrum of applications from 5V to 35V and will
be continuously expanded in 2021.
● Panel Drivers
In 2020, TSMC developed wafer-on-wafer stacking (WoW
28HPC/40HV) with stable product yield comparable to
28HPC+ with 60% active power reduction. In addition, 28HV
monolithic technology completed customer IP verification,
qualification and 128Mb SRAM yield verification. These
technologies are leading-edge for small panel 4K resolution,
OLED (organic light-emitting diode) and 120Hz display driver
ICs. Furthermore, TSMC completed OLED on Si product
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qualification and moved to mass production for AR/VR
applications with excellent yield and illumination uniformity.
In 2021, TSMC plans to offer an improved version of this
technology and deploy 8V transistors for WoW stacking
efficiency that will mean enhanced performance and cost
reduction for OLED TDDI (touch with display driver integration)
applications on 28HV.
● Micro-Electromechanical Systems (MEMS)
TSMC’s modular MEMS technology was qualified for
mass production of high-resolution accelerometers and
gyroscopes in 2020. Future plans include the development
of next-generation high-sensitivity thin microphones, total
solutions for MEMS optical image stabilization (OIS) systems in
12-inch wafer, and BioMEMS applications.
● Gallium Nitride (GaN)
TSMC started mass production of the first generation of 650V
and 100V enhanced GaN high electron mobility transistors
(E-HEMT), which quickly ramped to full capacity in 2020. The
Company continues to expand production capacity to meet
customer demand. Production of the second generation of
650V and 100V power E-HEMT, which demonstrated 50%
FOM (figure of merit) improvement, is planned for 2021. In
addition, TSMC has completed the device development of
100V depleted GaN high electron mobility transistor (D-HEMT),
with excellent performance, and passed engineering verification
of several 5G base station module design companies. D-HEMT
is targeted to start risk production in 2021.
● Embedded Flash/Emerging Memory
TSMC reached several major milestones in embedded
non-volatile memory (NVM) technologies in 2020. At the
40nm node, the Company successfully mass-produced
NOR-based cell technology with split-gate cell to support
consumer electronics and numerous automotive electronics
applications. At the 28nm node, the Company’s embedded
flash development for HP mobile computing and HP
low-leakage platforms maintained a stable high yield and
achieved technical qualification for consumer electronics grade
and automotive electronics grade-1 uses, and was scheduled
for technical qualification in automotive electronics highest
grade-0 in 2021. TSMC also offered RRAM as a low-cost
embedded NVM solution for the price sensitive IoT market. The
Company’s 40nm node also achieved technical qualification as
customer product qualifications continued. While the 28nm
node entered mass production, the 22nm node completed
technical qualification in 2020.
TSMC took major strides in embedded MRAM technology in
2020. At the 22nm node, the Company achieved technical
qualification to successfully mass-produce MRAM and received
the Flash Memory Summit 2020’s Best of Show award for
the most innovative AI application. TSMC expects MRAM in
22nm node to achieve technical qualification for automotive
electronics applications in 2021. At the 16nm node, yield was
stably high and technical qualification is expected in 2021,
preparing for the next generation of embedded memory in
MCUs, and many automotive, IoT and AI device applications.
● Complementary Metal-Oxide-Semiconductor (CMOS)
5.2.3 Technology Platform
Image Sensors
In 2020, TSMC made several technical innovations in CMOS
image sensor technology. The top four accomplishments were:
(1) pixel size scaling demonstrating 15% shrinkage from the
previous year with mass production for mobile, high-resolution
imaging applications now underway; (2) technology transfer
and start of mass production of automotive grade, ultra-wide
dynamic-range image sensors with high reliability standard;
(3) start of risk production phase of Germanium time-of-flight
(TOF) sensors, which provide higher 3D object accuracy and
use longer wavelength optical sources, resulting in lower
system power consumption compared to silicon-type sensors –
suitable for mobile devices and machine vision applications; (4)
successful development of phase-II 3D metal-insulator-metal
(MiM) high-density pixel-embedded capacitors with three
times higher capacitance density than the previous generation
for global shutter and high dynamic-range image sensor
applications.
TSMC provides customers with advanced technology platforms
that include the comprehensive infrastructure needed 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.
EDA tools, features and IP solutions are readily available for
customers to adopt to meet their product requirements at
various design stages for TSMC’s latest advanced technologies
including 3nm, 5nm, 6nm, 7nm, 7nm+, 12nm, 22nm and
3DIC design enablement platforms. 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 the
solution providers from 18 EDA partners, six Cloud partners,
39 IP partners, 20 design center alliance (DCA) and eight value
chain aggregator (VCA) partners. Overall, TSMC and its EDA
partners have created numerous deliverables from 0.5µm to
3nm and have accumulated more than 12,000 techfiles and
450 PDKs, and a portfolio of more than 35,000 IP titles to
meet customer design needs.
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 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 3nm. 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 2020,
TSMC had provided customers more than different 12,000
different tech files and 450 PDKs via TSMC-OnlineTM. There are
more than 100,000 customer downloads of these tech files
and PDKs every year.
Library and IP
Silicon intellectual property (IP) is the basic building block
of integrated circuit designs. Various IP types are available
to support different customer design applications including
foundation IP, analog IP, embedded memory IP, interface IP
and soft IP. TSMC and its alliance partners offer customers
a rich portfolio of reusable IPs, which are building blocks for
many circuit designs. To support 3DIC customer needs, TSMC
introduced 3DIC IP in 2019. In 2020, the Company expanded
its library and silicon IP portfolio to contain more than 35,000
items, a 35% increase over 2019.
Design Methodology and Flow
Design reference flows are built on top of certified EDA tools
to provide additional design flow methodology innovations
that can help boost productivity. In 2020, TSMC addressed
critical design challenges associated with new 3nm technology
through OIP collaboration and announced the availability of
3nm design reference flows for mobile and HPC platforms.
In addition to process technology advancements, the
Company continued to develop 3DIC technologies and in
2020 introduced TSMC 3DFabricTM, a comprehensive family
consisting of both frontend 3D chip stacking and backend
advanced packaging technologies. For frontend 3D chip
stacking, the Company offers TSMC-SoICTM design reference
flow; for backend advanced packaging, TSMC updated its
InFO and CoWoS® design reference flows to improve design
productivity. These design reference flows feature 3nm
FinFET-specific and 3DIC design solutions to optimize PPA.
5.2.5 Intellectual Property
TSMC has established a process to generate 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 enable many profit-generating
activities.
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 62,000
patent applications worldwide as of end of 2020, including
6,900 applications filed in 2020 TSMC ranked historical high
No.3 among global US patent applicants, and No.1 among
patent applicants in Taiwan for five consecutive years. In
terms of patent grants, TSMC has obtained exceeding 45,000
patent worldwide accumulated as of end of 2020, including
4,500 global patents received (more than 2,800 U.S. patents
included, ranking No.6 among U.S. Patentees) in 2020. 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 10 U.S. Patent Assignees in
2020. 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.
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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 interest from intellectual property rights.
5.2.6 TSMC University Collaboration Programs
In recent years TSMC has significantly expanded its
collaboration with prestigious universities in Taiwan. The
mission of this 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. Back in 2013, TSMC
established research centers at four top universities in Taiwan
– National Yang Ming Chiao Tung University, National Taiwan
University, National Cheng Kung University and National Tsing
Hua University. More than a thousand high-caliber students
with backgrounds in the disciplines of electronics, physics,
materials, chemistry, chemical engineering, and mechanical
engineering participated in semiconductor-related research
centers. 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. In 2020, more schools such as
National Taiwan University, National Cheng Kung University,
National Yang Ming Chiao Tung University, National Taipei
University of Technology, and National Taiwan University of
Science and Technology joined the cooperation to launch the
Semiconductor Program for student enrollment to narrow
the gap between industry and academia, and to bolster the
quality and competitiveness of the talent pool in the industry.
In addition, TSMC 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, materials, modeling, and design 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. Despite
the COVID-19 pandemic in 2020 that caused the majority of
university campuses to close, TSMC continued the University
Shuttle Program that 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 University
Shuttle Program provides access to TSMC silicon process
technologies for digital and analog/mixed-signal circuits, RF
designs and micro-electromechanical system designs. TSMC’s
Virtual Design Environment (VDE) has received a great deal of
positive feedback from customers, and in 2020 the Company
further applied VDE to University Shuttle Program to achieve
win-win collaboration, enabling elite graduate students to
realize and demonstrate their innovations in the form of
exciting new end products of various design applications.
5.2.7 Future R&D Plans
To maintain and strengthen its technology leadership, the
Company plans to continue investing heavily in R&D. For
advanced CMOS logic, TSMC’s 3nm and 2nm CMOS nodes
are progressing nicely through 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 many technology
platforms. For 3DIC advanced packaging, TSMC is developing
innovations for energy-efficient sub-system integration and
scaling to provide further augmentation of CMOS logic
applications. The Company has intensified its focus on new
specialty technologies such as RF and 3D intelligent sensors,
aiming at 5G and smart IoT applications. The corporate
research function, established in 2017, continues to focus on
novel materials, processes, devices, nanowires, and memory
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 competitive 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
3DIC
Next-generation
lithography
Long-term research
3D CMOS technology platform for SoC
2023
Cost-effective solutions with better form
factor and performance for System-in-
Package (SiP)
EUV lithography and related patterning
technology to extend Moore’s Law
Specialty SoC technology (including new
NVM, MEMS, RF, analog) and transistors
with 8 to 10 years horizon
2018 - 2021
2018 - 2021
2018 - 2026
The projects above account for roughly 70% of the total R&D budget for 2021. Total R&D budget is
estimated to be around 8% of 2021 revenue.
5.3 Manufacturing Excellence
5.3.1 GIGAFAB® Facilities
Maintaining reliable capacity is a key part of TSMC’s
manufacturing strategy. The Company currently operates four
12-inch GIGAFAB® facilities – Fab 12, 14, 15 and 18. The
combined capacity of the four facilities exceeded nine million
12-inch wafers in 2020. Fab 12, 14 and 15 support 0.13µm,
90nm, 65nm, 40nm, 28nm, 20nm, 16nm, 10nm, and 7nm
process technologies, including each technology’s sub-nodes.
5nm is currently accelerating into mass production at Fab 18.
Besides, an additional portion of the capacity is built at Fab 12
for R&D work on leading-edge manufacturing technologies,
which currently supports the technology development of 3nm
and 2nm nodes and beyond.
The GIGAFAB® facilities are coordinated by a centralized
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
production, as well as lower-cost product requalification.
5.3.2 Engineering Performance Optimization
As advanced technology continues to evolve and IC geometry
keeps shrinking, the need for tighter process and quality
control 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. Through Intelligent Detection, Smart Diagnosis, and
Cognitive Action, the Company has demonstrated remarkable
results in yield enhancement, quality assurance, workflow
improvement, fault detection, cost reduction and shortening of
the R&D cycle.
In the meantime, 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 and machine learning architecture to
systematically integrate foundry know-how and data science
methodology and develop knowledge-based engineering
analysis with optimized engineering performance.
5.3.3 Agile and Intelligent Operations
The Company’s sophisticated, agile and intelligent operating
systems continue to drive manufacturing excellence. TSMC
has integrated intelligence of processes, machine tuning,
manufacturing know-how, and Artificial Intelligence
(AI) technologies to create 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 achieving real-time
information analysis, improving forecast capability, 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. It also offers great
flexibility to quickly support customers’ urgent pull-in requests
when needed.
5.3.4 Digital Transformation
To meet the needs of advanced technologies, fast capacity
ramping, and quality assurance in the future, TSMC
has accelerated its corporate digital transformation by
comprehensively introducing the technologies of big data, AI,
and HPC. As a result, the Company has achieved breakthroughs
on intelligent tool, process AI control, AI scheduling and
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transportation, AI EDA (engineering data analysis), AR (augmented reality) and MR (mixed reality) for remote collaboration, all of
which have enhanced the Company’s manufacturing advantages.
5.3.5 Raw Materials and Supply Chain Management
In 2020, TSMC continued to review and resolve supply issues and quality issues as well as 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
Chemicals
Lithographic
Materials
Gases
Slurry, Pad, Disk
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
3M
AGC
Cabot Microelectronics
DuPont
Fujibo
Fujifilm Electronic Materials
Fujimi
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.
These 13 companies are the major worldwide suppliers of
chemicals.
● 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 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.
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
Company D
Others
Total Net Procurement
2020
2019
Procurement
Amount
As % of 2020 Total
Net Procurement
Relation to TSMC
Procurement
Amount
As % of 2019 Total
Net Procurement
Relation to TSMC
13,144,243
11,010,731
6,445,912
6,211,819
29,747,951
66,560,656
20%
None
17%
None
10%
None
9%
None
44%
100%
-
-
10,322,266
11,275,564
4,423,006
5,735,862
27,403,771
59,160,469
17%
None
19%
None
7%
None
10%
None
47%
100%
-
-
● Reason for Increase or Decrease: The changes of procurement amount and percentage were mainly due to customer product
demand change.
5.3.6 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 containment and preventive actions to shield customers from being affected by product defects.
In the technology development stage, the Quality &Reliability organization (Q&R) helps customers design in superior product
reliability. In 2020, Q&R worked with R&D in advanced logic, specialty and advanced packaging technologies throughout
development and qualification stages continuously to ensure meeting commitments to customers for device characteristics, process
yield and product reliability.
For advanced logic technology, Q&R successfully certified product quality and reliability for 5nm FinFET, a second generation
process with EUV lithography, which enabled the first 5nm product in the world to reach mass production in 2020. For specialty
technologies, Q&R successfully completed IP qualification of 22nm ULL (ultra-low leakage) embedded MRAM (magnetic random
access memory). In support of HPC mobile computing and HPC low-leakage process platforms, Q&R qualified 28nm embedded
flash consumer grade and automotive grade 1. In addition, TSMC’s advanced packaging solutions enable system integration with
wafer level process, by integration of frontend wafer process and backend chip packaging. In 2020, Q&R successfully qualified fifth
generation InFO solutions with finer interconnect line width and spacing and CoWoS® with larger interposer size for heterogeneous
integration, and then began high volume production for both mobile and HPC products.
To continuously reduce product defects, 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, the Company’s 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 the handling of
maverick wafers and lots. 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.
To stimulate employee problem-solving 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),
metrology and deep machine learning, and quality audit in 2020. 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. Furthermore, deep machine learning was
also used to analyze the correlation between raw materials and TSMC process parameters for the first time and to successfully block
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problematic raw materials. In 2021, Q&R will continue the
development of employee capabilities by promoting quality
methods and professional trainings and applying deep machine
learning to enhance TSMC competitiveness.
For raw material and supplier management, Q&R and the
material management organization collaborate to enhance the
inspection capability for incoming material quality and supplier
management. A raw material quality improvement task force
works with suppliers, and raw material quality checks have
been added to critical control points of the production line.
Q&R has 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
requests that supply chain factories seek ISO 9001 certification,
implement process change management and evaluation,
and undertake quality audits. In 2020, Q&R set up a new
laboratory dedicated to advanced material analysis to enhance
the capability of raw material inspection and speed up the
root cause investigation for abnormal material events. In the
meantime, Q&R is developing a raw materials’ fingerprinting
database to further enhance TSMC’s control and analysis
capability for any raw material’s basic characteristics.
Q&R is committed to “green manufacturing” and “responsible
supply chain” practices and collaborates with the corporate
ESH organization to ask suppliers to document that their
materials comply with international regulation for carcinogenic,
mutagenic and reprotoxic (CMR) substances and to classify all
risky materials and carry out sampling tests. In 2020, Q&R had
100% inspection capability for CMR substances and shared
the inspection methods and skills with major material suppliers
to enhance monitoring of hazardous substances and control
capability in supply chain. Furthermore, Q&R also works with
operational entities for the recycling and reuse of chemical
acids and successfully achieved several impurity reductions
in recycling chemical acids during 2020. In 2021, Q&R will
continue sharing its technical knowledge to assist chemical
suppliers for developing further recycling and reuse projects
to achieve TSMC’s quality requirements and the sustainable
goal of friendly environment. Q&R is also committed to
the continual improvement of local supply chains and
developing local talents. In 2020, Q&R again collaborated with
Semiconductor Equipment and Materials International (SEMI)
to hold the second Strategic Materials Conference (SMC) in
Taiwan to motivate talented domestic personnel and to 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
in the Taiwan Continuous Improvement Competition 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 2020, TSMC’s
outstanding performance was recognized with five gold
awards, one silver award and one “best improvement and
innovation” award. At the same time, Q&R coached domestic
material suppliers to participate in the competition for local
suppliers’ quality culture and capability enhancement and they
won a total of four gold, five silver, and five bronze awards.
In 2021, Q&R will encourage far backend material suppliers to
participate in the competition to promote the quality culture of
continual improvement.
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
2020. 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 helps customers improve time-to-market delivery
and competitiveness with excellent, reliable products for
the four major growth markets the Company serves: mobile
communications, 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 performance across the semiconductor
industry. Customers include fabless semiconductor companies,
system companies, and integrated device manufacturers such
as Advanced Micro Devices, Inc., Broadcom Inc., Intel Corporation, MediaTek Inc., NVIDIA Corporation, NXP Semiconductors N.V.,
OmniVision Technology, Inc., Qualcomm Incorporated, STMicroelectronics N.V., Xilinx, Inc., and many more.
Customer Service
TSMC is committed to providing the best customer services and strongly believes that customer service is critical to customer
satisfaction and customer relationship, which are keys for customer retention, customer relationship enhancement, and attracting
new customers. TSMC has established a dedicated customer service team that strives to provide world-class services in supporting
customers in product design, mask making, wafer manufacturing, and backend services, thereby leading to customer satisfaction,
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
provide more proactive customer service and support in design, engineering and logistics. Customers thus have 24-7 access to
critical information and are able to create customized reports. TSMC-OnlineTM facilitates design collaboration by maintaining
data availability and accessibility and providing customers with accurate up-to-date 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 processes, and shipments in client orders.
Customer Satisfaction
To ensure customer satisfaction, and to make sure we fully comprehend customer needs, TSMC appoints third-party consulting
firms to conduct annual customer satisfaction surveys (ACSS) with majority of existing customers either via on-line surveys or
interviews. In addition to the survey, customer service team also conducts quarterly business reviews (QBRs) with customers to
collect their feedback on a regular basis. 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. Through surveys and feedback reviews,
TSMC is able to closely interact with customers, provide better services, and enhance the quality of customer collaboration.
Customers Accounting for at Least 10% of Annual Consolidated Net Revenue
Unit: NT$ thousands
Customer
Customer A
Customer B
Others
2020
2019
Net Revenue
As % of 2020 Total
Net Revenue
Relation to TSMC
Net Revenue
As % of 2019 Total
Net Revenue
Relation to TSMC
336,775,511
167,390,758
835,088,542
25%
None
12%
None
63%
100%
-
-
247,213,291
152,876,885
669,895,272
1,069,985,448
23%
None
14%
None
63%
100%
-
-
Total Net Revenue
1,339,254,811
● 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® 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.
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091
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.
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 18 EDA partners, six Cloud
partners, 39 IP partners, 20 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.
TSMC held its online OIP Ecosystem Forum in August 2020.
This annual event demonstrates how TSMC and its ecosystem
partners jointly develop design solutions on top of TSMC’s
advanced technologies through OIP collaboration. It was
also a good opportunity to maintain contact with customers
and ecosystem partners during the COVID-19 pandemic. At
the forum, TSMC made key presentations on 3nm design
solutions ready for design power, performance, and area (PPA)
exploration for smartphone and HPC applications, as well as
on 5nm, 6nm and 7nm design solutions and ecosystem that
have already been applied to actual customer chip production.
Other presentation highlights included: N12eTM, featuring
further speed/power enhancement with design solutions to
support AI-enabled IoT products; comprehensive automotive
design solutions and ecosystems, already developed for 16nm
and 7nm and soon to be extended to 5nm; and 3DFabricTM
design ecosystem solutions that currently available to support
chip, package, and system integration implementation and
verification for improved system performance. The availability
of the aforementioned design ecosystem solutions will help
customers successfully pursue opportunities in mobile, high
performance computing, the IoT and automotive markets.
5.5 Human Capital
Human capital is TSMC’s most treasured asset. In this regard,
the Company’s main role is to provide jobs with meaningful
contents 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 personal interests, expand social participation,
and, in general, live a happy life.
5.5.1 Human Rights Policy
TSMC believes that respecting human rights and promoting
a decent work environment are important throughout the
Company and its supply chain. TSMC abides by local laws and
regulations in all countries and regions where we operate,
and upholds the human rights of all workers, including
regular, contract and temporary employees, and interns.
We also require our suppliers to act in the same fashion,
as addressing human rights issue in complex supply chains
is a shared responsibility. We support the UN Universal
Declaration of Human Rights (UDHR), and are committed to
treating all workers with dignity and respect as understood
by international human rights standards, including The
International Bill of Human Rights, The International Labour
Organization’s (ILO) Declaration on Fundamental Principles
and Rights at Work, The UN Guiding Principles on Business
and Human Rights (UNGPs), The OECD Guidelines for
Multinational Enterprises and The Ten Principles of The United
Nations Global Compact (UNGC). We also align our actions
with the Responsible Business Alliance (RBA) Code of Conduct.
The guiding principles for TSMC’s Human Right Policy are as
follows, and TSMC’s Supplier Code of Conduct requires all of
our suppliers to follow the same standards.
Guiding Principles
● Embed respect for economic, social, cultural, civil, and
political rights, as well as the right to development, in the
way we operate
● Provide a safe and secure work environment that is free of
harassment
● Eliminate unlawful discrimination and ensure equality in the
workplace
● Zero tolerance for child labor
● Forbid forced labor
● Commit to responsible sourcing of minerals
● Protect labor rights of vulnerable groups or marginalized
groups such as indigenous peoples, women, migrant
workers, contracted labor and persons with disabilities
● Comply with all applicable wage laws and regulations, and
legal limits to working hours
● Provide fair living wage and pay in full and on time with pay
slips to state legitimate deductions
● Enable a communication-friendly environment and maintain
an open-style management system
● Support the physical and psychological well-being of
employees, and the balance between work and life
● Make diverse open dialogue channels available for
stakeholders such as suppliers, business partners, and others
to report concerns or suspected violations to the Company,
including ways to report anonymously
● Monitor and assess relevant risks, practices, and impacts
regularly to respond to evolving situations and stakeholders’
needs
In addition, TSMC 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.
5.5.2 Workforce Structure
At the end of 2020, TSMC had 56,831 employees worldwide,
including 5,857 managers, 27,767 professionals, 4,832
assistants and 18,375 technicians. The following table
summarizes the makeup of TSMC’s workforce as of the end of
February, 2021:
12/31/2019
12/31/2020
02/28/2021
5,364
24,416
5,857
27,767
5,969
28,393
4,357
4,832
4,903
17,160
51,297
62.2%
37.8%
4.5%
44.7%
25.3%
10.6%
14.8%
36.6
9.3
18,375
56,831
62.9%
37.1%
4.4%
46.7%
25.7%
9.8%
13.3%
36.4
9.1
18,558
57,823
63.1%
36.9%
4.4%
47.0%
25.9%
9.6%
13.1%
36.4
9.1
Job
Total
Gender
Education
Managers
Professionals
Assistant
Engineer/Clerical
Technician
Male
Female
Ph.D.
Master’s
Bachelor’s
Other Higher
Education
High School
Average Years of Age
Average Years of Service
5.5.3 Recruitment
Key elements of TSMC’s success and growth depend on
a common vision and values shared by the Company’s
employees. To strengthen growth momentum, the Company is
committed 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 2020 TSMC recruited more
than 8,000 employees, including over 5,600 managers and
professionals, as well as over 2,500 assistants and technicians.
5.5.4 People Development
Employee development is an integral and critical factor for the
growth of any company. The continuous growth of TSMC is
also inseparable from employees’ development. - 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
092
093
bonus and profit sharing 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.
TSMC 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
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 improve 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 organizational
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 and skillset 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 basic subjects for all
employees or employees in various job functions. Topics
include industry-specific safety, workplace health and
safety, ethics and regulatory compliance, sexual harassment
prevention, 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.
● English enhancement program – including online English
webinars, English one-on-one consulting services, business
English workshops, and the English learning zone to
strengthen employees’ English capability that supports
TSMC’s global business goals.
● 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.
● 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, “Train the Trainer” training,
and manufacturing leadership training.
● Personal effective training – addresses topics related to
professional skillsets including presentation skills, innovation,
self-encouragement, and teamwork, etc.
● Customized – programs tailored to the needs of the
organization and/or the employee’s development plan.
In 2020, TSMC conducted over 1,300 internal training sessions
and provided over 920 thousand hours of training and a total
of more than 1 million attendees participated. On average,
each employee attended over 16 hours of training and TSMC
spent over NT$95 million on the education and development
of employees.
Apart from internal training resources, TSMC employees are
also subsidized when pursuing external short-term courses,
for-credit classes and degrees.
The same philosophy applies to TSMC’s compensation
programs in overseas subsidiaries. In addition to providing
employees with a locally competitive base salary, annual
bonuses are granted as a part of total compensation, in
line with local regulations, market practices, and the overall
operating performance of each subsidiary, to promote
employee commitment and development.
TSMC believes that the long-term ownership of company
shares by corporate officers help align their interests with the
interests of TSMC’s shareholders, therefore, TSMC formulated
Corporate Officer Shareholding Guidelines in 2020. The
required value for Chairman, CEO, and other corporate officers’
holding of TSMC shares shall be certain times of their annual
base salary. Officers shall keep the required value for the entire
period of employment.
5.5.5 Compensation
5.5.6 Employee Engagement
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 years, the actual total
compensation received by employees has been above the
industry’s average.
TSMC’s compensation program includes a monthly salary,
business performance bonuses based on quarterly business
results, and an profit sharing based on annual profits.
The purpose of the business performance bonus and profit
sharing 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 business performance
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.
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.
● Quarterly labor-management meetings to provide business
updates and invite employees to discuss labor conditions and
welfare activities
● Periodic employee satisfaction surveys to selected employees,
with follow-up actions based on survey findings
● A 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 laborers
● 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 appointed by the CEO, one from human resources,
one from legal affairs, and the third from other organizations
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095
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
•Whistleblower Procedures
•Ombudsman System
•Employee Opinion Box
•Fab Caring Circle
•Sexual Harassment Investigation Committee
•SMS
•Caring-dedicated Line
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 labor 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.
During 2020 and as of the date of this Annual Report, TSMC has no incurred any labor-dispute related losses. However, the
Company was fined following labor inspection results as follows: NT$90,000 issued on 06/17/2020 for overtime applications not
being timely processed (Labor Standards Act Article 24 Paragraph 1) and continuous working days exceeding the permitted limit
(Labor Standards Act Article 36 Paragraph 1); NT$90,000 issued on 06/01/2020 for management negligence when a pregnant
female employee work past ten p.m. (Labor Standards Act Article 49 Paragraph 5); NT$20,000 issued on 01/06/2021 due to clerical
errors resulting in wages not being paid in full directly to an employee (Labor Standards Act Article 22 Paragraph 2). The Company
has reviewed its working hours management and related administrative process, and strengthened its communication of these
matters to managers and employees.
Employee Benefit Programs
● Convenient onsite services and amenities: such as in-fab cafeterias, convenience stores, and other services
● Comprehensive health management services, including in-fab clinic services, post health-exam follow-up activities, and employee
assistance programs
● Diverse employee welfare programs: leisure and art events, encouraging employees to participate in hobby clubs; vibrant sports
center and onsite preschool service to meet employees’ needs for child care; also festival bonuses and emergency subsidies are also
available to address employees’ needs
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: recognizes and shows 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, TQE awards and CSR Award, which recognize
employee initiative and continuous implementation of
innovative practices
Apart from company-wide awards, TSMC encourages
employees to participate in external talent activities and
competitions. In 2020, distinguished TSMC employees
continued to be recognized through a host of awards, such
as the National Model Labor Award, the Excellent Young
Engineers Award, Outstanding Engineer Award, Taiwan
Continuous Improvement Awards, 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 2020.
In this survey, 95% 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 2020, the Company recorded a manageable turnover rate of
5.3% which complies with the healthy turnover rate recognized
by the company.
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 a party to any material contracts,
other than those 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, page 71.
096
097
098
098
099
099
6.1 Financial Highlights
6.1.1 Condensed Balance Sheet
Condensed Balance Sheet from 2016 to 2020 (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
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
Year
2016
2017
2018
2019
2020
817,729,126
857,203,110
951,679,721
822,613,914
1,092,185,308
46,153,916
41,569,074
29,304,796
30,172,039
27,728,208
997,777,687
1,062,542,322
1,072,050,279
1,352,377,405
1,555,589,120
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
27,728,382
25,768,179
31,712,208
1,886,455,302
1,991,861,643
2,090,128,038
2,264,805,032
2,760,711,405
318,239,273
499,751,936
358,706,680
566,149,724
340,542,586
547,985,630
590,735,701
655,561,652
178,164,903
110,395,320
72,089,056
51,973,905
496,404,176
677,916,839
469,102,000
676,545,044
412,631,642
620,074,686
642,709,606
707,535,557
617,151,048
681,976,999
(Note 3)
292,938,358
910,089,406
974,915,357
(Note 3)
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
56,272,304
56,309,536
56,315,932
56,339,709
56,347,243
1,072,008,169
1,233,362,010
1,376,647,841
1,333,334,979
1,588,686,081
890,495,506
1,025,918,966
1,169,204,797
1,268,509,028
1,663,983
(26,917,818)
(15,449,913)
(27,568,369)
1,523,860,130
(Note 3)
(54,679,873)
1,389,248,261
1,522,057,533
1,676,817,665
1,621,410,124
1,849,657,256
1,207,735,598
1,314,614,489
1,469,374,621
1,556,584,173
1,784,831,305
(Note 3)
802,865
702,110
678,731
685,302
964,743
1,390,051,126
1,522,759,643
1,677,496,396
1,622,095,426
1,850,621,999
1,208,538,463
1,315,316,599
1,470,053,352
1,557,269,475
1,785,796,048
(Note 3)
Note 1: Long-term investments as of December 31, 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 9, 2021.
Condensed Balance Sheet from 2016 to 2020 (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
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
Year
2016
2017
2018
2019
2020
443,781,164
397,290,976
436,769,337
464,401,415
469,966,106
550,524,494
355,118,125
559,380,999
580,949,248
565,432,338
979,401,337
1,016,355,970
1,025,286,941
1,310,900,634
1,511,784,556
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
25,184,827
21,733,597
28,420,547
1,837,338,144
1,939,389,391
2,075,461,008
2,275,476,072
2,733,505,113
308,177,214
489,689,877
308,383,240
515,826,284
328,060,518
605,540,547
535,503,562
670,366,498
139,912,669
108,948,618
70,582,825
48,525,401
448,089,883
629,602,546
417,331,858
624,774,902
398,643,343
606,086,387
654,065,948
718,891,899
680,529,735
745,355,686
(Note 3)
203,318,122
883,847,857
948,673,808
(Note 3)
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
56,272,304
56,309,536
56,315,932
56,339,709
56,347,243
1,072,008,169
1,233,362,010
1,376,647,841
1,333,334,979
1,588,686,081
890,495,506
1,025,918,966
1,169,204,797
1,268,509,028
1,663,983
(26,917,818)
(15,449,913)
(27,568,369)
1,523,860,130
(Note 3)
(54,679,873)
1,389,248,261
1,522,057,533
1,676,817,665
1,621,410,124
1,849,657,256
1,207,735,598
1,314,614,489
1,469,374,621
1,556,584,173
1,784,831,305
(Note 3)
Note 1: Long-term investments as of December 31, 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 9, 2021.
100
101
6.1.2 Condensed Statement of Comprehensive Income
6.1.3 Financial Analysis
Condensed Statement of Comprehensive Income from 2016 to 2020 (Consolidated)
Financial Analysis from 2016 to 2020 (Consolidated)
334,247,180
343,111,476
351,130,884
345,263,668
517,885,387
91,056
35,372
53,522
80,141
272,695
Profitability Analysis
Return on Total Assets (%)
Return on Equity Attributable to Shareholders of the Parent (%)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Net Income
Year
2016
2017
2018
2019
2020
947,938,344
474,832,098
377,957,778
8,001,602
385,959,380
334,338,236
977,447,241
1,031,473,557
1,069,985,448
1,339,254,811
494,826,402
385,559,223
10,573,807
396,133,030
343,146,848
497,874,253
383,623,524
13,886,739
397,510,263
351,184,406
492,701,896
372,701,090
17,144,246
389,845,336
345,343,809
711,130,120
566,783,698
17,993,482
584,777,180
518,158,082
Other Comprehensive Income (Loss) for the Year, Net of Income Tax
(11,067,189)
(28,821,631)
9,836,976
(11,823,562)
(30,321,802)
Total Comprehensive Income for the Year
323,271,047
314,325,217
361,021,382
333,520,247
487,836,280
Net Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Total Comprehensive Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Basic/Diluted Earnings Per Share (Note)
323,186,736
314,294,993
360,965,015
333,440,460
487,563,478
84,311
12.89
30,224
13.23
56,367
13.54
79,787
13.32
272,802
19.97
Note: Based on weighted average shares outstanding in each year.
Condensed Statement of Comprehensive Income from 2016 to 2020 (Unconsolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Net Income
Year
2016
2017
2018
2019
2020
936,387,291
461,808,296
369,730,533
15,458,427
385,188,960
334,247,180
969,136,109
1,023,925,713
1,059,646,793
1,314,793,013
478,937,691
374,690,117
18,626,059
393,316,176
343,111,476
492,955,501
384,027,838
12,170,315
396,198,153
351,130,884
480,143,141
365,923,992
22,821,227
388,745,219
345,263,668
682,004,023
543,465,507
39,153,435
582,618,942
517,885,387
Other Comprehensive Income (Loss) for the Year, Net of Income Tax
(11,060,444)
(28,816,483)
9,834,131
(11,823,208)
(30,321,909)
Total Comprehensive Income for the Year
323,186,736
314,294,993
360,965,015
333,440,460
487,563,478
Basic/Diluted Earnings Per Share (Note)
12.89
13.23
13.54
13.32
19.97
Note: Based on weighted average shares outstanding in each year.
Capital Structure Analysis
Debts Ratio (%)
Long-term Fund to Property, Plant and Equipment (%)
Liquidity Analysis
Current Ratio (%)
Operating Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover Days
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
Diluted Earnings Per Share (NT$)
Cash Flow
Cash Flow Ratio (%)
Leverage
Industry Specific Key
Performance Indicator
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Operating Leverage
Financial Leverage
Billing Utilization Rate (%) (Note)
Advanced Technologies (16-nanometer and below) Percentage of Wafer Sales (%)
Sales Growth (%)
Net Income Growth (%)
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
2020
32.97
137.80
176.97
154.35
281.95
9.35
39.04
5.70
64.04
15.45
0.92
0.53
20.69
29.84
218.58
225.52
38.69
19.97
19.97
133.30
100.74
11.24
1.97
1.00
94
58
25.17
50.00
Analysis of deviation of 2020 vs. 2019 over 20%:
1. Current ratio increased by 27% mainly due to increase in cash and cash equivalents and inventories.
2. Quick ratio increased by 24% mainly due to increase in cash and cash equivalents.
3. Times interest earned increased by 133% mainly due to increase in pre-tax income and decrease in interest expenses.
4. Return on total assets increased by 29%, return on equity attributable to shareholders of the parent increased by 43%, basic earnings per share increased by 50% and diluted earnings per share increased by 50%
mainly due to increase in net income attributable to shareholders of the parent.
5. Operating income to paid-in capital ratio increased by 52% as a result of increase in operating income.
6. Pre-tax income to paid-in capital ratio increased by 50% as a result of increase in pre-tax income.
7. Cash flow ratio increased by 28% and cash flow reinvestment ratio increased by 33% as a result of increase in cash provided by operating activities.
Note: Capacity includes wafers committed by Vanguard and SSMC.
* 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
4. Profitability Analysis
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) /
Average Total Assets
(2) Return on Equity Attributable to Shareholders of the Parent = Net Income Attributable to
Shareholders of the Parent / Average Equity Attributable to Shareholders of the Parent
(3) Operating Income to Paid-in Capital Ratio = Operating Income / Paid-in Capital
(4) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital
(5) Net Margin = Net Income / Net Sales
(6) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred
Stock Dividend) / Weighted Average Number of Shares Outstanding
3. Operating Performance Analysis
5. Cash Flow
(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
(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)
102
103
Financial Analysis from 2016 to 2020 (Unconsolidated)
6.1.4 Auditors’ Opinions from 2016 to 2020
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 (%)
Leverage
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Operating Leverage
Financial Leverage
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
2020
32.33
135.80
85.37
65.93
330.85
9.80
37.24
6.13
59.58
14.89
0.93
0.52
20.74
29.84
209.59
224.69
39.39
19.97
19.97
114.56
99.88
10.93
2.04
1.00
Analysis of deviation of 2020 vs. 2019 over 20%:
1. Current ratio increased by 46% mainly due to increase in cash and cash equivalents and inventories.
2. Quick ratio increased by 44% mainly due to increase in cash and cash equivalents.
3. Times interest earned increased by 169% mainly due to increase in pre-tax income and decrease in interest expenses.
4. Return on total assets increased by 30%, return on equity increased by 43%, net margin increased by 21%, basic earnings per share increased by 50% and diluted earnings per share increased by 50% mainly due
to increase in net income.
5. Operating income to paid-in capital ratio increased by 49% as a result of increase in operating income.
6. Pre-tax income to paid-in capital ratio increased by 50% as a result of increase in pre-tax income.
7. Cash flow reinvestment ratio increased by 33% as a result of increase in cash provided by operating activities.
* 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
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and
Equipment
(7) Total Assets Turnover = Net Sales / Average Total Assets
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. Leverage
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest
Expenses)
Year
2016
2017
2018
2019
2020
CPA
Yih-Hsin Kao, Yu-Feng Huang
Yih-Hsin Kao, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Audit Opinion
An Unmodified Opinion
An Unmodified Opinion
An Unmodified Opinion
An Unmodified Opinion
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 2020 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.
Taiwan Semiconductor Manufacturing Company Limited
Chairman of the Audit Committee: Sir Peter L. Bonfield
February 9, 2021
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 2020 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.
104
105
6.2 Financial Status and Operating Results
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
Equity Attributable to Shareholders of the Parent
Total Equity
2020
1,092,185,308
27,728,208
1,555,589,120
27,728,382
25,768,179
31,712,208
2019
822,613,914
30,172,039
1,352,377,405
17,232,402
20,653,028
21,756,244
2,760,711,405
2,264,805,032
617,151,048
292,938,358
910,089,406
259,303,805
56,347,243
1,588,686,081
(54,679,873)
1,849,657,256
1,850,621,999
590,735,701
51,973,905
642,709,606
259,303,805
56,339,709
1,333,334,979
(27,568,369)
1,621,410,124
1,622,095,426
Difference
269,571,394
(2,443,831)
203,211,715
10,495,980
5,115,151
9,955,964
495,906,373
26,415,347
240,964,453
267,379,800
0
7,534
255,351,102
(27,111,504)
228,247,132
228,526,573
%
33%
-8%
15%
61%
25%
46%
22%
4%
464%
42%
0%
0%
19%
-98%
14%
14%
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 current assets: The increase was mainly due to increase in cash and cash equivalents and inventories.
Increase in right-of-use assets: The increase was mainly due to increase in leases of land.
Increase in intangible assets: The increase was mainly due to increase in technology license and patent.
Increase in other assets: The increase in other assets was mainly due to increase in deferred income tax assets and other noncurrent
assets.
Increase in total assets: The increase in total assets was mainly due to increase in current assets and property, plant and equipment.
Increase in noncurrent liabilities: The increase was mainly due to issuance of corporate bonds in 2020.
Increase in total liabilities: The increase was mainly due to increase in noncurrent liabilities.
Decrease in other equity: The decrease was mainly due to increase in currency exchange loss arising from translation of foreign
operations in 2020.
● Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
● Future Plan on Financial Position: Not applicable.
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
2020
580,949,248
565,432,338
2019
355,118,125
559,380,999
1,511,784,556
1,310,900,634
25,184,827
21,733,597
28,420,547
15,030,020
16,271,444
18,774,850
2,733,505,113
2,275,476,072
680,529,735
203,318,122
883,847,857
259,303,805
56,347,243
1,588,686,081
(54,679,873)
1,849,657,256
605,540,547
48,525,401
654,065,948
259,303,805
56,339,709
1,333,334,979
(27,568,369)
1,621,410,124
Difference
225,831,123
6,051,339
200,883,922
10,154,807
5,462,153
9,645,697
458,029,041
74,989,188
154,792,721
229,781,909
0
7,534
255,351,102
(27,111,504)
228,247,132
%
64%
1%
15%
68%
34%
51%
20%
12%
319%
35%
0%
0%
19%
-98%
14%
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%
Increase in current assets: The increase was mainly due to increase in cash and cash equivalents and inventories.
Increase in right-of-use assets: The increase was mainly due to increase in leases of land.
Increase in intangible assets: The increase was mainly due to increase in technology license and patent.
Increase in other assets: The increase in other assets was mainly due to increase in deferred income tax assets and other noncurrent
assets.
Increase in total assets: The increase in total assets was mainly due to increase in current assets and property, plant and equipment.
Increase in noncurrent liabilities: The increase was mainly due to issuance of corporate bonds in 2020.
Increase in total liabilities: The increase was mainly due to increase in noncurrent liabilities.
Decrease in other equity: The decrease was mainly due to increase in currency exchange loss arising from translation of foreign
operations in 2020.
● Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
● Future Plan on Financial Position: Not applicable.
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107
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 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
2020
2019
1,339,254,811
1,069,985,448
628,108,309
711,146,502
(16,382)
711,130,120
145,056,549
710,127
566,783,698
17,993,482
584,777,180
66,619,098
518,158,082
(30,321,802)
487,836,280
517,885,387
487,563,478
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
Difference
269,269,363
50,821,362
218,448,001
(19,777)
218,428,224
25,551,967
1,206,351
194,082,608
849,236
194,931,844
22,117,571
172,814,273
(18,498,240)
154,316,033
172,621,719
154,123,018
%
25%
9%
44%
-583%
44%
21%
NM
52%
5%
50%
50%
50%
-156%
46%
50%
46%
● Analysis of Deviation over 20%
Increase in net revenue: The increase was mainly attributed to rise in average selling price due to higher advanced technology
revenue weighting and increase in wafer shipments during 2020, partially offset by the unfavorable impact of change in foreign
exchange rate.
Increase in gross profit before realized (unrealized) gross profit on sales to associates and gross profit: The increase was mainly
due to higher capacity utilization and continuing cost improvement in 2020, partially offset by an unfavorable exchange rate and
dilution from 5-nanometer products.
Decrease in realized (unrealized) gross profit on sales to associates: The decrease was mainly due to higher sales to investees in the
fourth quarter of 2020.
Increase in operating expenses: The increase was mainly due to higher research and development expenditures for advanced
technology.
Increase in other operating income and expenses, net: The increase was mainly due to a net gain on disposal of property, plant and
equipment in 2020 compared to a net loss on disposal of property, plant and equipment in 2019.
Increase in income from operations: The increase was mainly due to gross profit increased at a higher rate than the increase in
operating expenses.
Increase in income before income tax: The increase was mainly due to higher income from operations.
Increase in income tax expenses, net income and total net income attributable to shareholders of the parent: The increase was
mainly due to higher income before income tax in 2020.
Increase in other comprehensive loss, net of income tax: The increase was mainly due to increase in currency exchange loss arising
from translation of foreign operations in 2020.
Increase in total comprehensive income for the year and total comprehensive income attributable to shareholders of the parent: The
increase was mainly due to higher net income in 2020.
● 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.
Unconsolidated
Unit: NT$ thousands
Item
Net Revenue
Cost of Revenue
Gross Profit before Realized (Unrealized) Gross Profit on Sales
to Subsidiaries and Associates
Realized (Unrealized) Gross Profit on Sales to Subsidiaries and
Associates
Gross Profit
Operating Expenses
Other Operating Income and Expenses, Net
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Income Tax Expenses
Net Income
Other Comprehensive Loss, Net of Income Tax
Total Comprehensive Income for the Year
2020
2019
1,314,793,013
1,059,646,793
632,772,608
682,020,405
579,507,047
480,139,746
Difference
255,146,220
53,265,561
201,880,659
(16,382)
3,395
(19,777)
682,004,023
139,285,510
746,994
543,465,507
39,153,435
582,618,942
64,733,555
517,885,387
(30,321,909)
487,563,478
480,143,141
114,067,919
(151,230)
365,923,992
22,821,227
388,745,219
43,481,551
345,263,668
(11,823,208)
333,440,460
201,860,882
25,217,591
898,224
177,541,515
16,332,208
193,873,723
21,252,004
172,621,719
(18,498,701)
154,123,018
%
24%
9%
42%
-583%
42%
22%
NM
49%
72%
50%
49%
50%
-156%
46%
● Analysis of Deviation over 20%
Increase in net revenue: The increase was mainly attributed to rise in average selling price due to higher advanced technology
revenue weighting and increase in wafer shipments during 2020, partially offset by the unfavorable impact of change in foreign
exchange rate.
Increase in gross profit before realized (unrealized) gross profit on sales to subsidiaries and associates and gross profit: The increase
was mainly due to higher capacity utilization and continuing cost improvement in 2020, partially offset by an unfavorable exchange
rate and dilution from 5-nanometer products.
Decrease in realized (unrealized) gross profit on sales to subsidiaries and associates: The decrease was mainly due to higher sales to
investees in the fourth quarter of 2020.
Increase in operating expenses: The increase was mainly due to higher research and development expenditures for advanced
technology.
Increase in other operating income and expenses, net: The increase was mainly due to a net gain on disposal of property, plant and
equipment in 2020 compared to a net loss on disposal of property, plant and equipment in 2019.
Increase in income from operations: The increase was mainly due to gross profit increased at a higher rate than the increase in
operating expenses.
Increase in non-operating income and expenses: The increase was mainly due to higher share of profits of subsidiaries and
associates in 2020.
Increase in income before income tax: The increase was mainly due to higher income from operations.
Increase in income tax expenses and net income: The increase was mainly due to higher income before income tax in 2020.
Increase in other comprehensive loss, net of income tax: The increase was mainly due to increase in currency exchange loss arising
from translation of foreign operations in 2020.
Increase in total comprehensive income for the year: The increase was mainly due to higher net income in 2020.
● 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.
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109
6.2.3 Cash Flow
Consolidated
Unit: NT$ thousands
Cash Balance
12/31/2019
Net Cash Provided
by Operating
Activities in 2020
Net Cash Used in
Investing Activities
in 2020
Net Cash Used in
Financing Activities
in 2020
Effect of Exchange
Rate Changes on
Cash and Cash
Equivalents in
2020
Remedy for Liquidity Shortfall
Cash Balance
12/31/2020
Investment Plan
Financing Plan
455,399,336
822,666,212
(505,781,714)
(88,615,087)
(23,498,100)
660,170,647
None
None
● Analysis of Cash Flow
NT$822.7 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$505.8 billion net cash used in investing activities: primarily for capital expenditures.
NT$88.6 billion net cash used in financing activities: mainly for cash dividend payment, repayment of corporate bonds and decrease
in short-term loans, partially offset by issuance of corporate bonds.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
Unconsolidated
Unit: NT$ thousands
Cash Balance
12/31/2019
Net Cash Provided by
Operating Activities in
2020
Net Cash Used in
Investing Activities in
2020
Net Cash Used in
Financing Activities in
2020
Cash Balance
12/31/2020
Remedy for Liquidity Shortfall
Investment Plan
Financing Plan
141,450,698
779,610,148
(503,670,089)
(114,225,040)
303,165,717
None
None
● Analysis of Cash Flow
NT$779.6 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$503.7 billion net cash used in investing activities: primarily for capital expenditures.
NT$114.2 billion net cash used in financing activities: mainly for cash dividend payment, partially offset by issuance of corporate
bonds.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
6.2.4 Recent Years Major Capital Expenditures and Impact on Financial and Business
Unit: NT$ thousands
Plan
Actual or Planned Source of Capital
Production Facilities, R&D and Production Equipment
Cash flow generated from operations and issuance of
corporate bonds
Total Amount for 2020
and 2019
Actual Use of Capital
2020
2019
952,577,255
496,152,977
456,424,278
Others
Total
Cash flow generated from operations
15,083,617
11,085,745
3,997,872
967,660,872
507,238,722
460,422,150
Based on capital expenditures listed above, TSMC’s annual production capacity increased by approximately 0.7 million 12-inch
equivalent wafers in 2020.
6.2.5 Long-term Equity Investment Policy and Results
TSMC’s long-term equity investments accounted for using
equity method were all made for strategic purposes. In 2020,
the gains from these investments amounted to NT$3,592,818
thousand on a consolidated basis, increasing from the previous
year mainly due to increases in product demand and the mass
production of new products. In the future, TSMC’s long-term
equity investments accounted for using equity method will
continue to focus on strategic purposes through prudent
assessments.
6.3 Risk Management
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 key points
of the Company’s enterprise risk management, and risk
assessment and mitigation efforts. The Audit Committee’s
Chairperson also reports to the Board of Directors 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 assesses likelihood and impact severity of risk events on
the Company’s operation, and is used to identify and prioritize
risk controls and implement various controls and 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
Enterprise Risk Management Framework
Risk Identification and 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 assesses
likelihood and impact of risk events on operations
Risk Control and Mitigation
● Cross-function risk communication to determine
cost-effective risk controls
● RM Executive Council is responsible for risk control
implementation
● Risk controls implementation reviewed in annual control
self-assessment
Risk Response
● Crisis management and response plans
● Scenario-based crisis response drills
● Business continuity plans
Risk Monitoring and 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 established 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
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111
functions is responsible for giving directions and internal
coordination to speed up response time and proactively
communicate with stakeholders. To raise risk awareness and
strengthen risk management culture in TSMC, RM task forces
have been formed to enhance risk assessment and conduct
crisis response exercises for potential 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 of ERM and effectiveness
of risk controls.
To mitigate 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 2020.
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 during the design phase of
all new fabs.
Organization Functions
RM Steering Committee
● Consists of functional heads (with internal audit head sitting
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 controls
● Coordinates and facilitates RM Executive Council on risk
management activities
● Consolidates ERM reports and provides updates to the RM
Steering Committee
RM Task Force
● Identifies potential scenarios and business impact
● Determines risk mitigation actions in accordance with risk
scenarios
● Establishes crisis management procedures and conducts
6.3.1 Risk Management Organization Chart
exercises
TSMC’s risk management organization reports annually to the
Audit Committee on the risk environment TSMC faces, the key
points of enterprise risk management, and risk assessment
and mitigation efforts. The Audit Committee Chairperson also
reports to the Board on these discussions and actions.
Board of Directors/
Audit Committee
RM Steering Committee
Materials Management
and Risk Management
RM Executive Council
RM Program
RM Task Force
6.3.2 Strategic Risks
Risks Associated with Changes in Technology and
Industry
● Industry Developments
The electronics industries and semiconductor market
are cyclical and subject to significant and often rapid
fluctuations in product demand, which could impact TSMC’s
semiconductor foundry business. Variations in order levels from
customers may result in volatility in the Company’s revenue and
earnings.
From time to time, the electronics and semiconductor
industries have experienced significant, and 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 its 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, it risks losing
these customers. These factors have also been intensified by
the shift of the global technology market to consumer driven
products, such as smartphones, and increasing competition
and concentration of customers (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, it may result in loss of revenue and additional cost,
as well as loss of business or customer trust. For example,
in January 2019, the Company discovered yield problems in
12-nanometer and 16-nanometer wafers caused by a batch of
photoresist, which resulted in delayed delivery of products and
had a negative effect on TSMC’s gross margin and operating
margin in the first quarter of 2019. To reduce future risks of
such incidences, the Company has since 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, it may become less competitive and its 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 15-17 of this annual report.
Risks Associated with Decrease in Demand and Average
Selling Price
A vast majority of the Company’s revenue is derived from
customers who use TSMC 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 TSMC products and services, could adversely affect
the Company’s revenue. Further, semiconductor manufacturing
facilities require substantial investment to construct and are
largely fixed-cost assets once they are in operation. Because
the Company owns most of its manufacturing capacities, a
significant portion of 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 TSMC may lead to a reduction of its revenue, margin and
earnings.
Risks Associated with Competition
The markets for TSMC’s foundry services are highly competitive.
The Company competes with other foundry service providers,
as well as a number of integrated device manufacturers.
Some of these companies may have access to more advanced
technologies than TSMC. Other companies may have greater
financial and other resources than TSMC, such as the possibility
of receiving direct or indirect government subsidies, 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
government policies and regulations that might impact its
business and financial condition. During 2020 and as of
the date of this Annual Report, there were no government
policies or regulatory changes would materially impact TSMC’s
operations or financial condition.
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113
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. Based
on market demand forecasts, TSMC has continued to add
capacity to meet market needs for its products and services.
Currently, TSMC’s capacity expansion plans include installing
and increasing production capacity, mainly for 5-nanometer
and 3-nanometer nodes, expanding its production facilities
in the Southern Taiwan Science Park and building a 300mm
wafer fab in Arizona.
Implementing these capacity expansion plans will increase
its costs, and the increases may be substantial. For example,
the Company would need to build new facilities, purchase
additional equipment and hire 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 addition, market conditions are dynamic and 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 over a short period
of time, TSMC may not be able to restore the capacity in
a timely manner to take advantage of the upturn. In such
circumstances, its financial performance and competitiveness
may be adversely affected.
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’ business have changed dramatically.
While the Company generates revenue from hundreds of
customers worldwide, TSMC’s ten largest customers in 2018,
2019 and 2020 accounted for approximately 68%, 71% and
74% of TSMC’s net revenue in the respective year. TSMC’s
largest customer in 2018, 2019 and 2020 accounted for
approximately 22%, 23% and 25% 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 its net
revenue in 2018, 14% and 12% of its net revenue in 2019 and
2020, respectively.
A more concentrated customer base will subject TSMC’s
revenue to seasonal demand fluctuations from the Company’s
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, TSMC has seen the changes of nature in the Company’s
customers’ business models in response to this new business
model paradigm. 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 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 obtain
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 find, 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 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 time. Further, 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. Additionally,
ongoing trade tensions or protectionist measures could result
in increased prices for, or even unavailability of, key equipment,
including as a result of necessary export licenses being delayed
or denied, additional export control measures, and other tariff
or non-tariff barriers. 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
Even though 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 cyberattacks by any third party attempting to
gain unauthorized access to its internal network systems, to
sabotage its operations and goodwill or otherwise. In the event
of a serious cyberattack, 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. Hackers behind these cyberattacks 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’s network
systems to disrupt our operations, blackmail the Company
to regain control of our computing systems, or spy on it
for sensitive information. These attacks may result in TSMC
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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 the Company 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.
In the past, TSMC experienced and may in the future be subject
to attack by malicious software contained in the equipment the
Company purchases and installs. TSMC has implemented and
continually updated rigorous cybersecurity measures to prevent
and minimize harm caused by such attacks. These measures
include advanced virus scanning tools to prevent a fab from
installing virus-infected tools, strengthening firewall and
network controls to prevent computer viruses from spreading
among tools and fabs, and the installation of anti-virus and
advanced malware detection solutions across our computer
devices. In addition, TSMC has deployed secure PCs and
laptops, developed a public cloud security policy, introduced
new technology for data protection, and improved email
phishing detection. TSMC also established an integrated and
automatic security operation platform, and it regularly perform
employee awareness testing and conduct external security
risk assessments. While these ongoing enhancements further
improve Company’s cybersecurity defense solutions, there can
be no assurance that the Company is immune to cyberattacks.
In addition, TSMC employs certain third-party service providers
for the Company and its affiliates worldwide with whom it
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
cyberattacks. If TSMC or its service providers are not able to
timely resolve the respective technical difficulties caused by
such cyberattacks, 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, including non-practicing entities
and semiconductor companies, 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. Because of the nature
of the industry, its market position, and the expansion
of its manufacturing operations in foreign jurisdictions,
the Company may receive an increased number of such
communications in the future. The assertions made and
lawsuits initiated by litigious, well-funded, non-practicing
entities are particularly aggressive in their monetary demand
and in seeking court-issued injunctions. 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, with the Company’s expansion of its
manufacturing operations into certain non-R.O.C. jurisdictions,
it has faced increased challenges in managing 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.
We cooperated continuously with the Commission to provide
the requested information and documents. The Commission
subsequently decided to close the investigation in May 2020.
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 originating within and outside
of TSMC 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, we have received from time to time communications
from third parties asserting that its technologies, its
manufacturing processes, or the design of the semiconductors
made by TSMC or the use of those semiconductors by its
customers may infringe upon their patents or other intellectual
property rights. These assertions have at times resulted in
litigation by or against the Company and settlement payments
by the Company. Irrespective of the validity of these claims,
TSMC could incur significant costs in the defense thereof or
could suffer adverse effects on its operations. TSMC is also
subject to antitrust compliance requirements and scrutiny by
governmental regulators in multiple jurisdictions. Any adverse
results of such proceeding or other similar proceedings that
may arise in those jurisdictions could harm TSMC’s business
and distract its management, and thereby have a material
adverse effect on its results of operations or prospects, and
subject TSMC to potential significant legal liability.
Currently, TSMC’s material legal proceedings are as follows:
On September 28, 2017, TSMC was contacted by the
European Commission (the “Commission”), which asked
us for information and documents concerning alleged
anti-competitive practices in relation to semiconductor sales.
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 2020 and as of the date of this annual report, TSMC did not
conduct any merger or acquisition.
Risks Associated with Recruiting Quality Personnel
TSMC 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, illegal talent poaching,
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.
In order to reduce the risk of talent recruitment, TSMC
encourages job rotation and implements on-the-job training
and certification system. In this way, employees can learn
and enhance their work efficiency in the actual work field.
Moreover, TSMC creates multiple recruitment channels and
continues to hire top-notch talents from Taiwan and overseas.
TSMC recruits diversified and various special professional
talents, and at the same time strengthen industry-academic
cooperation. Grasp outstanding talents earlier can help TSMC
recruit them in the future.
Future R&D Plans and Expected R&D Spending
For additional details, see “5.2.7 Future R&D Plans” on page
86-87 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.
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In 2020, 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 2020 Taiwan Corporate
Sustainability Awards’ Most Prestigious Sustainability Award,
Platinum Medal For Sustainability Report, Sustainable Water
Management Award, Climate Leader Award, and Supply
Chain Management 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
Fortune Magazine’s 2020 World’s Most Admired Companies
and the 2020 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; Membership in the Corporate Knights
100 Most Sustainable Corporations for 2020; ranked No.1 in
the 2020 Carbon Clean 200 list by Corporate Knights and As
You Sow; Membership in the Wall Street Journal’s 100 Most
Sustainably Managed Companies; and named Most Impactful
Pioneer in the 2020 RE100 Leadership Awards. In addition,
TSMC was selected as a part of the Dow Jones Sustainability
Indices for the 20th consecutive year.
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 2020, the Corporate Social Responsibility
Executive Committee, led by Chairman Dr. Mark Liu, held the
first “TSMC CSR AWARD,” taking tangible action to encourage
all employees to propose ideas for sustainability in the five
strategic directions of corporate social responsibility, including
green manufacturing, building a responsible supply chain,
creating an inclusive workplace, talent development, and
caring for the underprivileged. The award further motivates
TSMC colleagues to think innovatively about their work,
implement corporate social responsibility, and build further on
the Company’s 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, pandemics, 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
also holds regular exercises for crisis scenarios to ensure that
crisis response procedures are comprehensive.
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 2020 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 the 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
the Company to invest in securities with 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, which are 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. At the same time, if interest rates fall,
cash and cash equivalents as well as floating-rate securities may
generate less interest income than expected.
denominated assets and liabilities and certain forecasted
transactions. These hedges reduce, but do not entirely
eliminate, the effect of foreign currency exchange rate
movements on its assets and liabilities.
TSMC has entered and may in the future enter 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 movements in
interest rates.
All of the Company’s short-term debt is floating-rate, hence a
rise in interest rates may result in higher interest expense than
expected. The majority of its long-term debt is fixed-rate and
measured at amortized cost and as such, changes in interest
rates would not affect the future cash flows and the carrying
amount.
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
rates after 2021. TSMC cannot predict the consequences and
timing of these developments, or whether such a transition
might cause a reduction in its interest income and/or an
increase in its interest expense.
● Foreign Exchange Volatility
Substantially all of TSMC’s sales are denominated in U.S. dollars
and over half of its capital expenditures are denominated in
currencies other than NT dollars, primarily in U.S. dollars, Euros,
and Japanese yen. As a result, any significant fluctuations to
its disadvantage in the exchange rate of the NT dollar against
such currencies, in particular a weakening of the U.S. dollar
against the NT dollar, would have an adverse impact on the
Company’s revenue and operating profit as expressed in NT
dollars. For example, every one percent depreciation of the U.S.
dollar against the NT dollar would result in an approximately
0.4 percentage point decrease in the Company’s operating
margin based on its 2020 results.
Conversely, if the U.S. dollar appreciates significantly versus
other major currencies, the demand for the products and
services of TSMC’s customers and for TSMC’s goods and
services will likely decrease, which will negatively affect the
Company’s revenue.
TSMC uses foreign currency derivative contracts, such as
currency forwards or currency swaps, to protect against
currency exchange rate risks associated with non-NT-dollar-
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 2020 and as of the date of this annual report, inflation had
no 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.
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.
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, the Company
may be forced to curtail its expansion, modify plans or delay
the deployment of new or expanded services until it obtains
such financing.
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Risks Associated with High-Risk/Highly Leveraged
Investments; Lending, Endorsements, and Guarantees
for Other Parties; and Financial Derivative Transactions
In 2020 and as of the date of this annual report, TSMC made
no high-risk or highly leveraged financial investments.
In 2020 and as of the date of this annual report, TSMC
has provided guarantees to TSMC Global, a wholly-owned
subsidiary of TSMC, for its issuances of US dollar-denominated
senior unsecured bonds in amounts not to exceed US$7.5
billion in total. Among which, US$3 billion senior unsecured
bonds were already issued in September 2020. Since 2014,
TSMC has provided a guarantee of 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 of 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 28, 2021, there were RMB 4.8 billion
outstanding intercompany loans between TSMC’s subsidiaries,
and US$3.1 billion outstanding intercompany loans between
TSMC and its subsidiary. All intercompany loans were in
compliance with relevant rules and regulations.
All derivative financial transactions entered in 2020 by TSMC
were strictly for hedging and not for 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 manage risks of various financial transactions, TSMC has
established internal control 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’s 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 not able to estimate the extent or timing of any impairment
charge for future years. Any impairment charge required may
have a material adverse effect on the Company’s net income.
The determination of an impairment charge at any given
time is mainly based 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, other natural disasters and severe
weather, have 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. For example, in 2021, Taiwan has
faced one of the worst droughts in decades. Government
restrictions on supply and usage of water by industrial
companies such as TSMC in response to such severe weather
events could also disrupt our 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 or surges in
Taiwan caused by difficulties encountered by its electricity
supplier, the Taiwan Power Company, or other power
consumers on the same power grid. 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.
If such events were to occur over prolonged periods of
time, TSMC’s operations and financial performance may be
materially adversely affected.
Future expansions of TSMC’s operations in the R.O.C. could be
limited by shortages in water and electricity, and the limited
availability of commercial-use land.
The ongoing 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 TSMC’s supply chains for equipment, parts and
materials in terms of manufacturing, logistics, and manpower
arrangements for tool installation; (2) significant fluctuation
in TSMC customers’ demands for certain products, leading
to uncertainties for TSMC’s capacity planning and also for
meeting customers’ demand, which may harm TSMC’s
business with customers and subject TSMC to risks of legal
disputes; and (3) potential production delays for TSMC’s
products due to forced factory or office closures or partial
operation.
The Company has implemented various measures to address
the abovementioned risks, including but not limited to,
health management of TSMC’s employees, management
of production inventory, supply chain risk management,
and capacity management for demand changes. TSMC has
formed an “Epidemic Prevention Committee” to identify,
implement and monitor such actions as required by the
dynamic exigencies arising from 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,
partially due to such trends as work-from-home and distance
learning emerged to help accelerate the digital transformation.
However, there is no certainty that the measures the Company
has taken will be sufficient to mitigate the risks posed by
COVID-19, and TSMC’s ability to perform critical functions
and to meet customers’ needs 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 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,
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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 Change
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 its 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 in alterations in TSMC’s manufacturing,
fabrication and assembly and test processes;
● challenges from its customers that place TSMC at a significant
competitive disadvantage, such as loss of actual or potential
sales contracts in case the Company is unable to satisfy the
applicable legal standard or customer requirement;
● restrictions on TSMC’s 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 its 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 131-132 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.
As of the date of this annual report, no single shareholder
owned 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 15-17 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.
In May 2020 and again in August 2020, the U.S. tightened its
export control measures against Huawei Technology Co. Ltd.
and its affiliates (collectively, “Huawei”), including an expanded
license requirement for providing Huawei with items subject
to the U.S. export control jurisdiction. To comply with relevant
laws and regulations, we have discontinued shipment of
products to Huawei since September 15, 2020. On the other
hand, measures adopted by an affected country to counteract
impacts of another country’s actions or regulations could
lead to significant legal liability to multinational corporations
including our own. For example, in January 2021, China
adopted a blocking statute that, among other matters, entitles
Chinese entities incurring damages from a multinational’s
compliance with foreign laws to seek civil remedies.
As of the date of this annual report, our current results of
operations have not been materially affected. Nevertheless,
depending on future developments of global trade tensions,
such relevant regulations, rules, or measures may have an
adverse impact on our business and operations, and we may
incur significant legal liability and financial losses as a result.
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 2020 and as of the date of this annual report, TSMC’s
management was not aware of any other risk that could have
a potentially material impact on the financial status of the
Company.
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7.1 Overview
The Company’s four core values of integrity, commitment, innovation, and customer trust remain as the core values of TSMC’s
culture. As the world’s leading semiconductor foundry and a trusted technology and capacity provider, TSMC seeks, in addition
to continued success in its business endeavors, to fulfill its ESG (Environmental, Social and Governance) management. For TSMC
these responsibilities fall into three primary missions: acting with integrity, strengthening environmental protection and caring
for the disadvantaged. For each of these missions the Company has established concrete, measurable long-term goals, as well as
corresponding action plans to review and correct periodically, consistently creating value for all stakeholders.
Guidance for the Implementation of ESG
TSMC’s “ESG Policy” is the overarching guiding principle for sustainable development. The “ESG Matrix” set by the Company’s
founder Dr. Morris Chang, clearly defines the scope of TSMC’s ESG responsibility. The horizontal axis shows the seven areas where
TSMC strives to demonstrate its ESG commitment: morality, business ethics, economy, rule of law, sustainability, work/life balance
and happiness, and philanthropy. On the vertical axis are actions that TSMC has taken to fulfill these responsibilities.
TSMC ESG 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
ESG Management
In compliance with the vision and missions of TSMC’s ESG Policy, the ESG Steering Committee serves as the highest-level ESG
decision-making center within the Company and is committed to aligning TSMC more closely with international sustainability
trends. TSMC’s Chairman chairs the ESG Steering Committee, and the Chairperson of the ESG 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 ESG, and draft the blueprint to link the Company’s core competencies with the
UN sustainable development goals (SDGs).
The Company’s ESG 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 ESG strategies, identify
key issues for the year, draft ESG-related budgets for their organizations and coordinate resource deployment, as well as plan and
carry out annual projects. The Committee pursues sustainability objectives of interest to all stakeholders and ensures ESG strategies
are implemented effectively in the Company’s daily operations.
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The Chairperson of the ESG Committee reports quarterly to the Board of Directors on implementation results and the work planned
in the future. In 2020, TSMC focused on strengthening renewable energy adoption, driving in-house reuse rate of resources to
realize circular economics, applying circular economy, and launching the TSMC Urban Greenery Project. To build a sustainable
supply chain, the Company implemented a signed supplier code of conduct, performed supplier risk assessments and launched
Supply Online 360, a Global responsible supply chain management platform, to extend TSMC’s high operational standards. The
Company also created an inclusive workplace by piloting a “Psychological Safety” program to enable open communication and
develop semiconductor talent and support through STEM (science, technology, engineering and mathematics) education. 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.
Stakeholder Engagement
TSMC respects all stakeholder rights. To understand the level of interest in sustainability issues, TSMC uses multiple systematic channels
to communicate with stakeholders, including the “Contact Us” section of the corporate website, the ESG website and the ESG
mailbox, the Irregular Business Conduct Reporting System, as well as the new Supply Chain Worker Grievance Channel, established in
2020. TSMC has conducted three studies focused on identification, prioritization and validation with regard to these issues.
In 2020, the TSMC ESG mailbox received 445 valid emails on subjects ranging from corporate governance, innovation and services,
to supply chain management, green manufacturing, inclusive workplace, and social investments. Submissions were primarily
regarding requests for inquiries on operations, proposals for donations and collaborations, opinion and feedback from the public
and visits. 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 2020
Stakeholders
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
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, Proprietary Information Protection (PIP) Committee, etc.
● Employee voice channels, such as Immediate Response System, Employee Opinion Box, Wellness Center, wellness website, 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
● Face-to-face meetings, video conference call and telephone conference call
● 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
● Supply Chain Security Association Meetings
● Supply Chain Management Forum
● Responsible Supply Chain Forum
● Environmental, Safety, and Health Training Program–Experience Sharing Workshops
● Supplier Ethics and Code of Conduct Promotion
● On-site consult and audit
● Supply Online 360 – Global responsible supply chain management platform
● Supplier self-assessment questionnaire and Supplier Survey on Ethics
● Supply Chain Worker Grievance Channel
Government
● Official correspondence and visits
● Industry experience and advice sharing, and keynote speeches
● Meetings (such as communication meetings, public hearings, forums, seminars or social gatherings)
● Communication platforms of the industry associations and NGOs
(Continued)
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Stakeholders
Society
Communication Channels
● 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 ESG website, newsletters, mailbox and Facebook page
● TSMC Education and Culture Foundation and TSMC Charity Foundation websites
● “Sending Love” charity platform
Responsibilities of ESG Steering Committee and ESG Committee Members
Committee Members
Responsibilities
Legal
Corporate Governance, Code of Conduct, Legal Compliance (including fair competition, privacy and personal
information, and protection for whistle-blowers), Intellectual Property, Protection of Confidential Information
Stakeholders
Employees
Government
Society (Note)
Customer Service
Customers’ Service and Satisfaction, Customer Trust, Customer Confidentiality, RBA and its Code of Conduct
Customers
Information Technology and Materials & Risk
Management
Information Security, Materials and Supply Chain Risk Management, Supplier Management, Conflict Minerals, RBA and
its Code of Conduct; Risk Management, Crisis Management, Emergency Response and Action Plan
Quality and Reliability
Product Quality and Reliability, Product Recall Mechanism
Research and Development
Innovation Management, Green Products
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government
Society
Customers
Suppliers/Contractors
Employees
Customers
Suppliers/Contractors
Business Development
Shaping an Energy-efficient Technology Roadmap, Building Alliance with Customers to Foster Smarter, Greener Product
Innovations, Establishing & Promoting TSMC as a Responsible Technology Thought Leader, and Sharing its Experiences
and Achievements
Employees
Customers
Society
Finance
Financial Disclosure, Dividend Policy, Tax Strategy
Investor Relations
Operations
Resolving Issues of Stakeholder Concern, Establishing Trusting Long-term Relationships, Effective Two-way
Communication, Annual Report Production
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
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government
Shareholders/Investors
Customers
Shareholders/Investors
Suppliers/Contractors
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government
Society
Human Resources
Talent Attraction and Retention, 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
Employees
TSMC Education and Culture Foundation
TSMC Charity Foundation
Philanthropy, Community Relations
Public Relations
Stakeholder Engagement, Mechanism for Reflecting Issues of Social Concern, Media Relations
Note: Society includes community, non-governmental organizations, non-profit organizations and the public.
Society
Society
TSMC believes that companies exist to bring positive change to the world. The Company knows that the future is filled with
challenges but it will always stay true to its cornerstones of – integrity and responsible operations. TSMC has chosen nine major
United Nations’ Sustainable Development Goals (SDGs), drafted 2030 long-term goals, and implemented sustainable approaches
accordingly. With Goal 17 of the SDG – global partnerships – at the core, TSMC collaborates with stakeholders inside and outside
the Company as well as with business partners along the value chain. Through participation, cooperation, and dialogue, TSMC
actively creates sustainable values in the governance/economy, the environment and society for its stakeholders, and has become
the only semiconductor company chosen for the Dow Jones Sustainability World Indices over the past 20 consecutive years.
2020 ESG Awards and Ratings
Category
Overall ESG
Organization
Awards and Ratings
Dow Jones Sustainability Indices (DJSI)
● Dow Jones Sustainability World Index for the 20th consecutive year
● Dow Jones Sustainability Emerging Markets Index
RobecoSAM (S&P Global)
● The Sustainability Yearbook Award 2020 – Gold Class
MSCI ESG Indexes
Sustainalytics
FTSE4Good Index
RE100
Wall Street Journal
Corporate Knights
● MSCI ACWI ESG Leaders Index component
● MSCI ESG Research – AAA Ratings
● MSCI ACWI SRI Index component
● MSCI ACWI Islamic Index component
● MSCI Emerging Markets ESG Leaders Index
● “Top Rated” within the Semiconductor Industry
● FTSE4Good Emerging Index component
● FTSE4Good All-World Index component
● FTSE4Good TIP Taiwan ESG Index component
● RE100 Leadership Awards 2020 – Most Impactful Pioneer
● The 100 Most Sustainably Managed Companies in the World
● Global 100 Most Sustainable Corporations
World Benchmarking Alliance (WBA)
● SDG 2000 – The 2,000 Most Influential Companies
CommonWealth Magazine
● Corporate Social Responsibility Award – Large cap – 1st Place
Taiwan Institute of Sustainable Energy
Economy, Governance
Institutional Investor Magazine
● The Most Prestigious Sustainability Awards – Top Ten Domestic Corporates – for the 5th consecutive year
● Taiwan Top 50 Corporate Responsibility Report Awards – IT & IC Manufacturing – Platinum Award
● English Report – Platinum Award
● Sustainable Water Management Awards
● Climate Leadership Awards
● Supply Chain Management Awards
● Most Honored Company (Technology/Semiconductors) – All-Asia
● Best ESG (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best CEO (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best CFO (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best Investor Relations Program (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best Investor Relations Professional (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best Investor Relations Team (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
IFI Claims
● 2020 Top 50 US Patent Assignees
Institute of Electrical and Electronics Engineers
(IEEE)
● 2021 IEEE Corporate Innovation Award
Forbes
FORTUNE
Brand Finance
Asiamoney
Business Today
Taiwan Stock Exchange
PricewaterhouseCoopers
R.O.C. Ministry of Economic Affairs Intellectual
Property Office
Corporate Synergy Development Center
● Global 2000
● 2020 World’s Most Admired Companies
● Fortune Global 500
● Tech 100 2020
● Most Outstanding Company in Taiwan – Semiconductors & Semiconductor Equipment Sector
● Top 1,000 Enterprises in Taiwan, Hong Kong and Mainland China
● Top 5% in Corporate Governance Evaluation of Listed Companies for the 6th consecutive year
● Global Top 100 Companies by market capitalization for the 8th consecutive year
● Ranked No. 1 in Taiwan patent applications for the 5th consecutive year
● Taiwan Continuous Improvement Award – Gold Tower Award – Advanced Packaging Technology and Service,
Intelligent Manufacturing Center, Fab 14A, Fab 15B
● Taiwan Continuous Improvement Award – Silver Tower Award – Fab 3
● Taiwan Continuous Improvement Award – Best Improvement Innovation Award – Advanced Packaging Technology
and Service
Environment, Safety and Health
Corporate Knights & As You Sow
● 2020 Carbon Clean 200TM List – 1st Place
CDP
● Climate Change – A-
● Water Security – A
Alliance for Water Stewardship(AWS)
● “Platinum” class certification – Fab 15A, Fab 15B
U.S. Green Building Council Leadership in Energy
and Environmental Design (LEED) certification
● “Gold” class certification – Fab 15 P7, Fab 18 P1 Manufacturing Facility
R.O.C. Industrial Development Bureau, Ministry of
Economic Affairs
● Excellence in Voluntary Carbon Offsets Award – Fab 14B, Fab 15A
● Green Factory – Fab 14 P7
Society
Cheers
Forbes
● Top 10 Most Admired Companies to Young Generations
● World’s Best Employers
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7.2 Environmental, Safety and Health (ESH)
Management
TSMC believes its environmental, safety and health practices
must not only meet legal requirements, but should also align
with internationally recognized best practices. The Company’s
ESH policies aim to achieve “zero incident” and “environmental
sustainability” and to make TSMC a world-class organization 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 ISO 45001: 2018 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 latest
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 obtained
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. Through the establishment
of 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 started a project for reducing usage of
hazardous substance N-methylpyrrolidinone (NMP) in 2016.
NMP unit product usage has been reduced 59% by 2020
comparing to 2016, and the project will continue promoting
for 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 all TSMC overseas subsidiaries scheduled to receive the
certification in 2019 have had their certifications postponed to
2021 due to the impact of COVID-19 pandemic.
Aiming to establish the healthiest possible workplace, in 2017
TSMC formed a corporate-level health promotion committee
led by managers at the vice president level. The committee
members include site directors, managers of safety and health
department, and representatives from wellness, HR and legal
affairs divisions. External experts have also been invited to
discuss the potential risks of occupational diseases in the
semiconductor manufacturing process and 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 focused on preventing
occupational injuries and diseases and promoting employee
safety, physical and mental health.
To mitigate the supply chain risk and fulfill corporate social
responsibility, TSMC not only follows ESH best practices
internally but also strives to improve the ESH performance of its
suppliers and contractors through audits and counseling.
TSMC uses priority work management and self-management
to govern services provided by contractors. The Company
requires contractors performing level-one high-risk operations
to complete certification for technicians and to establish their
own ISO 45001 safety and health management system. The
promotion of self-management aims at improving sense of
responsibility, with the goal of promoting safety awareness and
technical improvement for all contractors in the industry. For
onsite contractor personnel, TSMC has standardized courses on
safety and health and increased the frequency of such courses
to improve training effectiveness and safety awareness. To
ensure the Company’s safety protocols are accurately delivered
to contractors on a timely basis, TSMC has established a digital
platform for mutual communication so that onsite 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 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 have made excellent progress in procedure establishment and implementation for pollution control
and safety management. To take it a step further, the Company has given greater attention to occupational hygiene issues directly
related to labor health. In 2017, TSMC and the Ministry of Labor Occupational Safety and Health Administration (OHSA) jointly
launched the “Semiconductor Supply Chain Safety and Health Promotion Project”. TSMC also invited suppliers to participate in the
project. As engaged by OSHA, a professional team has taken on the responsibility of providing consultation through document
review and onsite inspection to participating suppliers on management procedures and hardware setup in order to improve the
working environment and labor health management.
7.2.1 Environmental Protection
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 adopted recommendations
of the Task Force on Climate-related Financial Disclosures (TCFD) released by the Financial Stability Board (FSB) to identify risk and
opportunities, and further established metrics and target management based on the identification results.
Management Structure of TSMC Climate-related Risk and Opportunity
Category
Governance
Management Strategy and Actions
Board of Directors periodically reviews climate change related risk and opportunity
● ESG Steering Committee led by Chairman is the Company’s top organization that deals with climate change management. The chairperson of ESG Committee serves as the
Executive Secretary. ESG Steering Committee reviews TSMC’s climate change strategies and goals every six months and reports to the Board of Directors. (The Corporate
Social Responsibility Executive Committee has been renamed as ESG Steering Committee in 2021. The frequency of regular meetings has been increased from semi-annual to
quarterly.)
● The Energy and Carbon Reduction Committee led by the senior vice presidents of Fab operations is the organization that deals with action implementation of climate change
risk and opportunity in TSMC. This committee develops management plans, reviews the execution status and discusses future plans on a quarterly basis.
Strategy
Identify short, medium and long term climate risks and opportunities through cross-departmental discussion
Assess the potential operational and financial impact of significant climate risks and opportunities to the company
Conduct situational analysis, evaluate SBT and net-zero emission
Risk Management
Use of the TCFD framework to establish TSMC’s climate risk identification process
Follow the risk identification and ranking on climate change to develop relevant responding projects
Integrate climate risk identification and assessment into the Enterprise Risk Management (ERM) process
Metrics and Targets
Set management metrics related to climate change
Examine the impact on company operations and assess the risks and mitigation strategies for scope 1, 2 and 3 through annual inventory of ISO 14064-1 and disclosure of
greenhouse gas emissions
Develop climate change management objectives and review achievement progress and actual performance
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Financial Impact Analysis of Climate Risks and Opportunities
Climate Risks
Potential Financial Impact
Climate Opportunities
Potential Financial Impact
2020 Actions
GHG emissions cap and
carbon tax/carbon fee
Restriction on capacity expansion,
increase in operation costs
● Participation in renewable energy plans
● Participation in carbon trading market
Early purchases of renewable
energy, successfully increasing
production capacity
Trend of net zero emission
● Increased cost of installation and
operation for carbon reduction
facilities
● Increased cost of purchasing
carbon offset products
Win public recognition and Carbon emission
offset cooperation
Accumulate carbon credits in
preparation for future Carbon
emission offset
Develop low-carbon product service to
upgrade product energy efficiency
Satisfy customers’ needs of
energy-saving products and
increase revenue
● TSMC’s power purchasing agreements for
renewable energy totaled 1.3 GW (Gigawatts)
● Purchased 1,230 GWh in renewable energy,
renewable energy certificates (REC), and carbon
credit to offset 100% of the electricity carbon
emissions of our overseas subsidiaries, global
offices and offices.
● Passed the application for Fluorinated-
Greenhouse Gas and Nitrous Oxide reduction
offset project reward
● TSMC Global Offices used Carbon Credit to
achieve Net Zero Emission
● Involved the production of 5nm energy saving
production
Use reclaimed water
Smooth construction of advanced
production lines
● Started the construction of TSMC reclaimed water
plant in Southern Taiwan Science Park
Construct green buildings
Lower utility costs
● Applied and received 2 green building
certifications
Commitment of EIA
(Environmental Impact
Assessment)
Uncertainty of
development of new
energy saving technology
Impact on the Company’s
reputation
Flood
Drought
Increasing of premium of
natural disaster
Rising temperatures
The expansion of advanced
technologies would be hampered
by the lack of success in obtaining
renewable energy and reclaimed
water
Raising of electricity consumption
of advance technology production
line leads to increase of
production cost
Unable to satisfy the expectations
of stakeholders, impacting the
Company’s reputation
Production affected, causing
financial losses and a decrease
in revenue
Increase in operation cost
Increase company’s reputation
Upgrade the performance of
stakeholders’ sustainability ranking
Increase resilience against natural disasters
Strengthen climate resilience,
lower risk of operations disruption,
and reduce potential losses
● Leads the industry as the only semiconductor
company chosen for the Dow Jones Sustainability
Indices (DJSI) for 20 consecutive years
● TSMC ranked as one of CDP Change Climate and
Water Security Leaders
● Raised the building base of Fab 18 Phase 2 two
meters higher
● Fab 18 Phase 3 is committed to using and
developing reclaimed water
● Established a comprehensive water monitoring
system
● Conserved 500 GWh of electricity through
energy-saving projects
Increase in electricity consumption,
cost, and carbon emissions
Drive low-carbon green manufacturing
Save energy and cut cost
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. Since 2005, TSMC participated the international organization “Carbon Disclosure Program, CDP”
to publicly disclose climate change related information every year. In 2020, TSMC was recognized by CDP as A- and A leadership
level for climate change and water security respectively.
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 senior vice presidents
which are carried out by energy and carbon reduction teams of individual fabs. 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 1.7 billion kilowatt
hours (kWh) power conservation since 2016.
From 2015 to 2017, TSMC voluntarily participated in the
Republic of China Ministry of Economic Affairs’ green power
purchasing program for three consecutive years and became
the largest buyer in Taiwan, purchasing 400 million kilowatt
hours of green power. Although the Taiwan Power Company
stopped selling green power in 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 2020 again. TSMC also
used carbon credits to offset Carbon emissions of natural gas
consumption in kitchens, achieving the milestone of net zero
emission for TSMC global offices. Although development
of renewable energy in Taiwan is in an early stage, TSMC
established a renewable energy task force and continued to
communicate closely with government through the Association
of Science Park Industries and Taiwan Semiconductor
Industry Association. The Company made recommendations
to the government in the hope that the collaboration could
speed up renewable energy development in Taiwan. The
recommendations included expanding the development of
offshore wind power and increasing supply of renewable
energy trading platform. TSMC also continued to find
renewable energy. By the end of 2020, the total installation
capacity of renewable energy contracted reached 1.3GW
(Gigawatts). 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).
TSMC became the first semiconductor company to join RE100
(Global Renewable Energy Initiative) in July 2020 and pledged
that power consumption of all the Company’s manufacturing
plants and offices will be 100% supplied from renewable
energy by 2050. TSMC was further awarded the first RE100
Leadership Award - the Most Impactful Pioneer in September
2020 for being the first to purchase large amounts of
renewable electricity in Taiwan and taking practical action to
support green energy.
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, wall 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 resources and support government
policy and promotion for reclaimed water.
To continue enhancing water resources 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 began serving as demonstration
factories and received AWS certification by the end of the year,
making TSMC the first semiconductor enterprise to receive
AWS platinum level certification in the world. In 2020, Fab 15A
and Fab 15B, located in Central Taiwan Science Park, passed
third party verification audit and obtained AWS platinum level
certification simultaneously.
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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.
In 2020, TSMC’s fabs in Taiwan achieved a 95% waste recycling rate for the sixth consecutive year, with a landfill rate below 1%
for the eleventh 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. In 2020, the Company not only achieved zero outsourcing treatment of copper-containing liquid waste
and cobalt-containing liquid waste, and zero purchasing of 50% concentration industrial-grade sulfuric acid but also extended its
ammonium sulfate drying system, which converts biologically toxic ammonia wastewater into industrial grade ammonium sulfate as
valuable recycled products for sale. As a result, TSMC has become a leader in waste resources regeneration.
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 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 2020, the total benefits of environmental protection programs of TSMC fabs including waste recycling
exceeded NT$2,430 million.
2020 Environmental Cost of TSMC Fabs in Taiwan
Unit: NT$ thousands
Classification
1. Direct Costs for Reducing Environmental Impact
Description
Expense
Investment
(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)
3. Other Environmental 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
(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
Total
134
6,450,052
-
2,859,093
349,441
10,345,060
1,933,610
-
318,302
127
-
9,658,713
12,596,972
2020 Environmental Efficiency of TSMC Fabs in Taiwan
Unit: NT$ thousands
Category
Description
1. Cost Savings of Environmental Protection
Energy savings
Projects
Water savings
Waste reduction
2. Economic Efficiency for Industrial Waste
Recycling
Total
Recycling of used chemicals, wafers, sputter targets, batteries, lamps, packaging materials, paper cardboard, metals,
plastics, and other waste
Efficiency
1,250,000
24,087
632,100
524,100
2,430,287
Green Building and Green Factory
Since 2006, TSMC has adopted standards from both the Taiwan Green Building and 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 2020, 34 of TSMC’s fabs and office buildings achieved LEED certifications – 3 platinum and 31 gold.
Meanwhile, TSMC also received 5 Taiwan Intelligent Building diamond-class certifications and 23 Taiwan EEWH (ecology, energy
saving, waste reduction and health) certifications – 20 diamond, 2 gold and 1 silver.
TSMC believes that more manufacturing companies should convert their facilities into green factories to improve the environment
and lower construction costs. Therefore, the Company freely shares its practical experience with industry, government and
academia. As of the end of 2020, 15,250 visitors from more than 370 different industrial, government, academic and general
community groups had contacted TSMC to learn about the Company’s green building technology and practical experience. Since
2009, TSMC has been a leading supporter of the Taiwan government’s Green Factory Label standard, which includes the Clean
Production and Factory Green Building evaluation systems. TSMC received Taiwan’s first Green Factory Label and 13 labels in total as
of the end of 2020, and is the most awarded company in Taiwan.
Environmental Audit Results in Violation of Environmental Regulations
During 2020 and as of the date of this Annual Report, TSMC has no incurred any environmental pollution related losses. However,
the Company was given two fines totaling NT$127,000 for violating environmental regulations: NT$100,000 issued on 01/06/2021
for failing to take effective air pollutant control measures at our construction site (Section 2 of Article 23 of the Air Pollution
Control Act) – the Company took immediate corrective action after the audit by the competent authority; NT$27,000 issued on
01/28/2021for construction site work failing to conform with the Run-off Wastewater Reduction Plan approved by competent
authority (Article 18 of the Water Pollution Control Act; Article 10 of Water Pollution Control Measures and Test Reporting
Management Regulations) – the Company updated the Run-off Wastewater Reduction Plan after the audit by the competent
authority and enhanced related management measures.
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
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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 Reduce 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 58% in 2020. 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.
TSMC Wafer Revenue Contribution from 16nm and Beyond Technologies
2015
4%
2016
21%
2017
31%
2018
41%
2019
50%
2020
58%
Chip Die Size Cross-Technology Comparison
Die size reduces as line width shrinks
1
0.48
0.25
0.11
0.063
0.047
0.035
55nm
40nm
28nm 16FFC/12FFC 10nm
7nm
5nm
Note: The logic chip/SRAM/IO (input/output) ratio, which affects die size and power
consumption, was re-aligned.
Chip Total Power Consumption
Cross-Technology Comparison
More power is saved as line width shrinks
0.034
0.022
1
0.6
0.3
0.07
0.056
N55LP
(1.2V)
N40LP
(1.1V)
N28HPM
10nm
16FFC/
(0.9V) 12FFC (0.8V) (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.
2. Provide Customers Leading Power Management IC
Process with the Highest Efficiency
● TSMC’s leading manufacturing technology helps customers
design and produce green products. Power management ICs,
the key components that supply and regulate power to all
other IC components within electronic devices, are the most
notable green IC products. TSMC helps customers produce
industry-leading power management chips with more stable
and efficient power supplies and lower energy consumption.
● In 2020, the Company shipped more than 3.8 million 8-inch
equivalent wafers using TSMC’s HV/Power technologies to
customers. Power management ICs manufactured by TSMC
for customers 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
2016
2017
2018
2019
2020
>2,100K
>2,500K
>2,600K
>2,900K
>3,800K
3. Drive Industry-leading, Comprehensive Ultra-low Power
(ULP) Technology Platform
● To meet low-power consumption requirements for IoT
markets, such as wearable and smart home products, TSMC
continues to invest in expanding and enhancing its ultra-low
power processes. The Company 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 include FinFET-based 12-nanometer technology -
N12eTM featuring energy efficiency with high performance
that results in more computing power and AI inferencing,
22nm ULP/Ultra-low leakage (ULL), 28nm ULP, 40nm
ULP, and 55nm ULP, which have been widely adopted by
various edge AI system-on-a-chip (SoC), battery-powered
applications. TSMC has also extended its low Vdd offerings
with wide-range operating voltage SPICE (simulation program
with integrated circuit emphasis) models for extreme
low-power applications.
4. Develop Greener Manufacturing to Lower Energy
Consumption
● TSMC continues to develop more advanced and efficient
technologies to reduce energy/resource consumption and
pollution per unit during the manufacturing process, as well
as power consumption and pollution during product use.
In each new technology generation, circuitry line widths
shrink, making 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 2020 through TSMC’s green manufacturing, see
Environmental Accounting on page 134-135 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 (CIS), near field
communication (NFC), Bluetooth, and global positioning
systems (GPS) among others. These mobile devices offer
remarkable convenience in daily living, and TSMC contributes
significant value to these devices in the following ways: (1)
new TSMC process technologies help chips achieve faster
computing speeds 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
2020, smartphone products represented about 48% of TSMC
revenue.
TSMC Revenue Contribution from Smartphone Products
2017
52%
2018
45%
2019
49%
2020
48%
2. Unleash Customers’ Innovations in CIS and MEMS
that Enhance Human Health and Safety; Create Green
Products
● To make 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 (micro-electromechanical systems) technologies.
TSMC continues to put substantial effort into developing
more advanced CIS and MEMS technologies to enable
customers to create 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,
microspeaker, medical ultrasound actuators and more. TSMC
customers’ sensing devices are used in consumer electronics,
mobile communication, automotive electronics, industrial,
and medical devices, and so on. They are increasingly smaller,
faster, more accurate and more energy efficient, greatly
enhancing human convenience, health and safety, and
contributing to sustainability. 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. One remarkable example is that TSMC helps our
customer deliver an innovative handheld, single-probe,
whole-body ultrasound system in 2020. This product is a
particularly useful tool during the global COVID-19 pandemic
due to its fast and sharp lung imaging capabilities, portability
and ease of cleaning, as infection control has become
increasingly important. Moreover, advanced sensors can make
equipment smarter by monitoring the working environment
and conditions so that it can operate in a more energy
efficient way.
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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 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 be effectively implemented
at the management level through management review,
internal audit, automatic check, and security patrol to find
safety concerns and opportunities for improvement. All fabs in
Taiwan received ISO 45001 certification for occupational health
and safety in 2019 and all TSMC subsidiaries obtained the
certification 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 expanding 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, 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 intervention to reduce the exposure to
acceptable levels.
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 business continuity 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 spills. In 2019, the Company completed 108 scenarios
to ensure rapid response to emergencies so that losses can be
minimized in the event of a real disaster. In 2020, TSMC took
lead in the industry to introduce the “All-Hazard” approach
recommended by the Federal Emergency Management Agency
(FEMA) to conduct disaster prevention exercises.
● Health Promotion Program
In order to establish the healthiest possible workplace and
reduce the incidence of occupational disease, TSMC formed
a corporate-level committee to execute health promotion
programs covering three key areas:
(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 chemicals with significant
health risks: inform suppliers that all materials they provide
to TSMC must comply with applicable laws including clear
disclosure of any hazardous substances. Perform sampling
of 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 drills covering all potentially
serious events. TSMC’s emergency response plans include
procedures for rapid-response crisis management and disaster
recovery for all potential incidents.
In response to the COVID-19 pandemic, TSMC added tabletop
exercises to disaster prevention training in an effort to
minimize the risks of group infections that may arise as a
result of full-scale exercises. The inclusion of tabletop exercises
also aids in the verification of full-scale exercise procedures to
make disaster response more comprehensive, thus effectively
mitigating the impact of various types of disasters on business
continuity in the future. As of October 2020, 75 sessions of
tabletop exercises had been completed in addition to 195
full-scale exercises.
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, H1N1 influenza in 2009, and MERS
in 2015, as well as with the current COVID-19 threat, TSMC
followed the Taiwan CDC’s (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
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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 2020,
through planned personal health management, (1) 599 female
employees participated in the maternal health program, the
completion rate was 100%. 598 of them were at the first
degree risk (there was no harm to the mother, infant, and
baby). One employee was classified as second degree risk
(possible harm to the mother, infant, and baby) at the first
assessment; after proper adjustments to her works, she was
reclassified as the first degree after doctor’s re-assessment. (2)
By analyzing historical cerebral and cardiovascular cases of our
employees, TSMC modified disease assessment criteria with
contracted doctors, and, combining internal annual health
examination reports, as well as working hour’s information,
was able to identify 2,678 employees that have middle to high
risk for cerebral and cardiovascular diseases. These employees
were provided with health education and medical assistance.
Also, along with their managers, they received suggested
working hour recommendations to reduce disease risk. (3) 174
employees were identified in a high risk group for cumulative
trauma disorders. Among them, one could have job-related
risks. The Company has adjusted whose job conditions to avoid
possible risks. (4) As obesity has been considered as a precursor
of diabetes, TSMC has held health promotion programs for
several consecutive years. In 2020, considering the prevention
of COVID-19 and the tendency of young generation’s
preference on social and video media, TSMC conducted a
series of on-line interactive activities, such as (1) 2 sessions of
“Health Lecture On-line”, 809 attendees in total. (2) 3 health
education videos about hypertension, hyperlipidemia, and
diabetes, with a total of 7,266 visits. (3) 3 sessions of on-line
quiz, with respect to 3 topics of hypertension, hyperlipidemia,
and diabetes, with a total of 4,618 attendees. (4) 1 session of
“Selection of Health Diet” of DASH diet, 1,019 participants.
The feedbacks were positive to make health promotion can be
continued under epidemic prevention.
7.2.4 Supplier Management
Management Aspect
For better supply chain management, TSMC is committed to
communicating with and encouraging its suppliers, including
contractors, to increase their quality, cost effectiveness and
delivery performance, and make continuous improvement
in 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 continued improvement of 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 obtain ISO
45001 certification 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
environmental, 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 evaluate the risk and impact on the economy,
the environment, and society and to make continuous
improvement. The Company has helped boost 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 a strong supporter 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
In 2020, the world was hit hard by the COVID-19 pandemic.
Starting in March, many venues in Taiwan were shut down
and the impact of the pandemic could be felt in every
sector. In times like these, it behoves the TSMC Education
and Culture Foundation to be the first to donate a hundred
thermographic cameras to the Ministry of Education to
be deployed at national examination locations to support
education and safeguard the health of students with the
power of technology. Although various programs planned by
the Foundation were curtailed by COVID-prevention measures,
in 2020 the Foundation invested over NT$99 million to support
various educational events, art exhibitions and performances.
Through continuous donations, the Foundation hopes to help
reduce educational inequality and bring new ideas to the table
for cultural enrichment.
Working in Tandem with Educational Partners, Closing
the Resource Gap between City and Country
Apart from donating one hundred thermographic cameras
to the Ministry of Education as part of the COVID-prevention
measures on campus in Taiwan, the TSMC Education and
Culture Foundation works with its educational partners
to reduce inequality in educational resources. Together
the Foundation and its partner Junyi Academy worked to
develop a series of online courses of adaptive learning titled
“Critical Thinking Training,” which was a response to the
implementation of General Guidelines of Curriculum Guidelines
of 12-Year Basic Education. In addition, the program hosted
26 teaching workshops where teachers learned how to guide
students to think logically and improve their communication
skills. 518 teachers have attended the workshops and more
than 120,000 people have watched them online.
As well as providing online educational resources to teachers
and students, the Foundation has long been committed to
narrowing the gap of educational resources between schools
in urban and rural areas. In 2020, it partnered with Cheng Zhi
Education Foundation to assist Emei Junior High School of
Hsinchu county to transition to be a KIST-inspired school. With
the injection of new educational blood, the two foundations
have helped change the lives of many students from schools
in rural areas. The Foundation also continuously teams up
with CommonWealth Education Foundation, Teach for
Taiwan, and the Boyo Social Welfare Foundation. Together the
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Foundation donates quality books and brings good teachers to
schools in rural areas to narrow the educational gap between
urban and rural areas. Furthermore, in 2020 the Foundation
offered grants to 70 students from low-income families at five
universities: National Tsing Hua University, National Central
University, National Cheng Kung University, National Sun
Yat-sen University, and National Chung Cheng University. In
doing so, the Foundation hopes to assist the students with
financial aid and encourage them to concentrate on their
studies.
Nurturing Young Talent, Offering a Stage for Diverse
Development
To promote popular science education and nurture talents
for the semiconductor industry, in 1997 TSMC subsidized the
“World of Semiconductors” exhibition hall at the National
Museum of Natural Science, being at the vanguard of
business-supported education of popular science. For the
exhibition to keep up with the times, the TSMC Education
and Culture Foundation updated the content of the exhibition
in 2002 and again in 2011. In 2018, the Foundation
initiated a third renewal project and a brand new “World of
Semiconductors” was officially launched in August 2020.
With the latest upgrade the exhibition hall provides more
in-depth knowledge on semiconductors, adds interactive
exhibitions, and increases the exhibition space. Through
a multi-dimensional experience at the exhibition, visiting
students and the public can broaden their knowledge of
semiconductors and the industry. In the meanwhile, in order
to inspire more female students to take interest in science,
in 2020 the Foundation organized for the first time a “Trip
of TSMC Women Scientists,” inviting students from five girls’
high schools to visit the exhibition and be given guided tours
by women engineers at TSMC. These women engineers have
shared with the young students the trajectory of their learning
and precious work experience, thereby hoping to encourage
girls at high schools not to confine themselves to any subjects
and commit themselves to fields in sciences through in-person
exchange.
To motivate college students to pursue their dreams and
encourage young people to commit to environmental
sustainability, the TSMC Education and Culture Foundation
organized the fifth “TSMC Youth Dream Building Project” in
2020. It focuses on the theme of “circular economy” as way
to advocate the importance of environmental sustainability
to the public and to the younger generation. This project was
open not only to the college students in Taoyuan, Hsinchu,
Maoli and Tainan areas but also to those from Taichung area.
In total, 102 teams of college students participated in the
project. The topics of the proposals covered virtually every issue
in society, ranging from creating a popular science column
on semiconductors, to a wood reclaiming project, and from
an anti-drug campaign to food and agriculture education.
These innovative ideas greatly impressed the panel of judges.
Moreover, the TSMC Education and Culture Foundation
continued its support for literary, calligraphic and seal-carving
by young students through funding two annual competitions,
i.e. the “TSMC Youth Literature Award” and the “TSMC Youth
Calligraphy and Seal-Carving Competition,” which are well into
their 17th and 13th years respectively. Both competitions have
become the important events in their respective fields. The
Foundation has also attracted public attention and interest in
literature and calligraphy via the internet. The “TSMC Youth
Literature Award” social platform so far has garnered over
14,000 members and one award-winning piece has been
shared over 3,000 times.
The TSMC Education and Culture Foundation wishes to offer
a non-academic platform to young students, where through
science and humanities competitions and events the students
can be inspired to develop diverse interests and explore
wherever their passion takes them.
Advocating Online Arts and Literary Events, Calming the
Restless Mind
During the second half of 2020, the pandemic situation in
Taiwan was relatively under control. Thus, the TSMC Education
and Culture Foundation was able to sponsor a live concert
in Tainan performed by the renowned cellist Yo-Yo Ma and
streamed it live globally. With pandemic preventive measures in
place, the Foundation invited the public to the concert hall to
experience the soul-soothing power of virtuoso performance.
At the same time, live streaming allowed audiences all over
the world to enjoy the musical feast. The Foundation also
teamed up with the National Symphony Orchestra (of Taiwan)
to initiate an “Education Program for Youth” project, inviting
Taiwanese-Australian violinist Ray Chen to give master classes
at the National Concert Hall. The classes were streamed live
and broadcasted by Taiwan Public Television Service, thereby
promoting music education to a wider audience. Over 73,000
people have viewed the master classes.
The Foundation has long dedicated itself to promoting Chinese
classic literature. In 2020, it collaborated with National Tsing
Hua University on a general education course, “Pai Hsien-yung
Literature Lectures: Dream of the Red Chamber”. The course
hosted by Mr. Pai Hsien-yung and renowned Honglou meng
specialists from abroad and in Taiwan to give lectures on
various aspects of the classic. The course also invited students
to explore the profoundness of Chinese literature, bringing
a humanistic perspective to their education. Likewise, the
Foundation-funded broadcasting program, “Lectures on the
Classics on Air,” entered its 13th year. The program host,
Professor Xin Yi Yun, has released an audio book, Putting A
Xin’s Spin on Lao Tzu, as an approachable way for the public
to experience the wisdom of Chinese philosophers from the
classics. In the same vein, the 2020 “TSMC Lecture” again
invited the distinguished research fellow Wang Ming-ke of
the Institute of History and Philology of Academia Sinica
to examine how humans have coped with fear and what
measures have been taken historically to deal with pandemics.
The TSMC Education and Culture Foundation has not only
promoted literary talks within local communities but also
posted the talks on an online channel available to the public.
In doing so, the Foundation hopes to go beyond geographic
borders with technology and let arts and literature comfort the
restless minds during these difficult times.
7.4 TSMC Charity Foundation
Since its establishment in 2017, the TSMC Charity Foundation
has focused on developing programs and projects relating
to its four main pillar initiatives: disadvantaged care, solitary
elderly care, filial piety promotion, and environmental
protection. Under the leadership of Chairperson Sophie Chang,
the Foundation takes a stand for disadvantaged persons,
focusing on current and potential social issues, and striving to
close the wealth gap in Taiwan society by enhancing education
and providing emergency assistance in rural areas. This support
gives disadvantaged families and children from rural areas
more opportunities to improve their lives. The Foundation has
also established a social welfare platform that magnifies voices
from all corners of society to support social change, powers
social change through charitable works, and uplift Taiwan
society.
The Foundation continued to expand its scope of services
through charitable endeavors in 2020 and initiated many new
projects related to social welfare including the following:
● Disadvantaged Care: The Foundation focused on the two
main initiatives for disadvantaged care –“rural education” and
“support for the disadvantaged”. The Foundation provided
volunteer services, building repairs, online educational
materials, off-grade foods, and other assistance to
educational institutions and children in rural areas, ensuring
that disadvantaged groups received equal opportunities
to obtain education. In 2020, the Foundation prioritized
vocational education, collaborating with various enterprises
to promote training and reach the goal of “providing
livelihood/practical skills,” helping students from rural areas
with vocational training. To help support the basic living
needs of the underprivileged, the Foundation continued to
visit and provide financial aid and daily supplies to high-risk
disadvantaged families, providing valuable support to the
already existing social welfare system.
In 2020, the Foundation gave support to 62 after-school
care locations benefiting a total of 4,685 students. With
the dedication and knowledge of its TSMC volunteers,
the Foundation created science tutorial videos to promote
science experiments and education. The Foundation also
collaborated with National Chiao Tung University to help
30 elementary schools in Hsinchu City that were lacking
information resources to align with 2019 Curriculum
Guidelines, an issue affecting 18,000 students in the city.
The Foundation’s “Sending Love” programs continued to be
active, and Foundation staff conducted onsite visits to identify
disadvantaged families in need of financial support. The living
conditions of these disadvantaged families were improved
through charitable donations from both inside and outside
TSMC. As of 2020, the Foundation has assisted a total of 155
families.
● Solitary Elderly Care: The Foundation improved the health
and welfare of solitary elders by collaborating with its
Networking of Love partners to connect social welfare groups
and medical institutions providing care to solitary elders.
In 2020, the Foundation helped launch a new intelligent
medical system at the Taitung County Sazasa Aborigine
Health Promotion Site to enhance medical quality and
efficacy. The Foundation continued to collaborate with TSMC
Facility Division to provide house repair services at seven
locations in Eastern Taiwan, ensuring a safe and healthy living
space for solitary elders. Current Networking of Love partners
include Taipei Veterans General Hospital, Miaoli General
Hospital, Old Five Old Foundation, Feng Yuan Hospital,
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TSMC ecology volunteers continued to provide ecology tours
at Hsinchu Fab 12B plant, Taichung Fab 15 plant, Tainan
Fab 14 plant, and the Tainan Jacana Ecology Education Park;
meanwhile, TSMC professional energy-saving volunteers helped
educational institutions of all levels with making energy-saving
assessments and improvements, at 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 2020, charitable contributions surpassed NT$32 million and
a total of 22,000 people participated in the “Equal Education
Platform,” “Teach for Taiwan,” “Repair Services Volunteer
Group Program,” and “Pandemic Prevention Support for
Firstline Workers” initiatives.
From 2014 until 2020, charitable contributions on the TSMC
i-Charity platform has in aggregate, exceeded NT$140 million.
TSMC will continue its commitment to society and encourage
employees to care for and give back to society in different
ways.
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, Penghu Hospital
and Cishan Hospital.
● Filial Piety Promotion: The Foundation promotes the culture
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 2020, volunteers
from TSMC Fabs and Divisions helped promote filial piety
awareness by teaching elementary and junior high school
students to make lunchboxes and write autobiographies,
thereby building a bridge for communication between
generations. The Foundation continues to work with the
K-12 Education Administration Ministry of Education, hosting
four parent-child filial piety workshops in New Taipei City,
Taichung, Yunlin, and Tainan to encourage cross-generational
dialogue and plant the spirit of filial piety in the hearts of the
attendees.
● Environmental Protection: We aim to reduce food waste
through the Cherish Food Program. Through our volunteer
programs, we promote environmental awareness, help
schools improve energy savings inside their facilities, and
also educate and provide information to these schools about
environmental protection.
In 2020, the Foundation continued its “Cherish Food Program”
and worked with many food companies to donate off-grade
foods and 11 freezers to 92 institutes that collaborated with
the Foundation to provide care for the disadvantaged, reduce
food waste, and promote environmental conservation. The
Foundation previously collaborated with food companies
including Chi Mei Frozen Food, Hunya Foods, Laurel
Corporation, Lian Hwa Foods Corporation, Hsin Tung Yang
Corporation, and Dachan Great Wall Group.
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)
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?
(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
(1) Does the Company set policies and procedures in compliance with
regulations 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?
V
V
V
V
Please refer to “7. Corporate Social Responsibility” on pages 124-145 of this
annual report.
Please refer to “7. Corporate Social Responsibility” on pages 124-145 of this
annual report.
Please refer to “7.2.1 Environmental Protection” on pages 131-135 of this
annual report.
(1) Please refer to “5.5 Human Capital” on pages 92-97 of this Annual Report.
(2) Please refer to “5.5 Human Capital” on pages 92-97 of this Annual Report.
None
None
None
None
(3) Does the Company provide employees with a safe and healthy working
(3) Please refer to “7.2.3 Safety and Health” on pages 138-140 of this Annual
environment, with regular safety and health training?
Report.
(4) Has the Company established effective career development training
(4) Please refer to “5.5 Human Capital” on pages 92-97 of this Annual Report.
plans?
(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?
(5) Not applicable as TSMC is not an end product manufacturer.
(6) Does the Company set supplier management policy and request suppliers
(6) Please refer to “7.2.4 Supplier Management” on page 140-141 of this
to comply with related standards on the topics of environmental,
occupational safety and health or labor right, and their implementation
status?
annual report.
5. Does the Company refer to international reporting rules or guidelines to
V
publish CSR Report to disclose non-financial information of the Company?
Has the said Report acquire 3rd certification party verification or statement
of assurance?
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 124-
145 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
144
145
146
146
147
147
8.1 Subsidiaries
8.1.1 TSMC Subsidiaries Chart (Note 1)
As of 12/31/2020
Taiwan
Semiconductor
Manufacturing
Company Limited
TSMC North America
Shareholding: 100%
TSMC Europe B.V.
Shareholding: 100%
TSMC Japan Limited
Shareholding: 100%
TSMC Design Technology Japan, Inc.
(Note 2)
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%
TSMC Arizona Corporation (Note 3)
Shareholding: 100%
VentureTech Alliance Fund II, L.P.
Shareholding: 98%
TSMC Development, Inc.
Shareholding: 100%
WaferTech, LLC
Shareholding: 100%
TSMC Technology, Inc.
Shareholding: 100%
TSMC Design Technology Canada Inc.
Shareholding: 100%
VentureTech Alliance Fund III, L.P.
Shareholding: 98%
Growth Fund Limited
Shareholding: 100%
Note 1: InveStar Semiconductor Development Fund, Inc. and InveStar Semiconductor Development Fund, Inc. (II) LDC. have completed the liquidation procedures in
November 2020.
Emerging Fund, L.P., a 99.9% owned subsidiary of TSMC, was established in January 2021.
On February 9, 2021, TSMC’s Board of Directors approved to establish a wholly-owned subsidiary in Japan to expand the Company’s 3DIC material research.
Note 2: TSMC Design Technology Japan, Inc. was established in January 2020.
Note 3: TSMC Arizona Corporation was established in November 2020.
8.1.2 Business Scope of TSMC and Its Subsidiaries
TSMC and its subsidiaries strive to deliver the best foundry services. WaferTech in the United States and TSMC China provide 8-inch
wafer capacity, while TSMC Nanjing provides 12-inch wafer capacity. In addition, TSMC Arizona in the United States is currently
scheduled to provide 12-inch wafer capacity in 2024. TSMC’s subsidiaries in North America, Europe, Japan, China, and South Korea,
etc. are dedicated to provide timely customer services and engineering support to the worldwide customers and also support the
Company’s core foundry business with related services as well as invest in start-up companies in the semiconductor industry.
8.1.3 TSMC Subsidiaries
Unit: NT$ (USD, EUR, JPY, KRW, RMB, CAD) thousands
Company
Date of
Incorporation
Place of Registration
Capital Stock
Business Activities
As of 12/31/2020 (Note 2)
TSMC North America
Jan. 18, 1988
San Jose, California, U.S.
TSMC Europe B.V.
TSMC Japan Limited
Mar. 04, 1994
Amsterdam, The Netherlands
Sep. 10, 1997
Yokohama, Japan
TSMC Design Technology Japan, Inc.
Jan. 10, 2020
Yokohama, Japan
TSMC Korea Limited
May 02, 2006
Seoul, Korea
TSMC China Company Limited
Aug. 04, 2003
Shanghai, China
TSMC Nanjing Company Limited
May 16, 2016
Nanjing, China
TSMC Arizona Corporation
Nov. 10, 2020
Arizona, U.S.
TSMC Technology, Inc.
Feb. 20, 1996
Delaware, U.S.
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. 18, 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$
EUR
JPY
JPY
KRW
RMB
RMB
US$
US$
US$
US$
US$
CAD
US$
US$
US$
US$
NT$
11,000
Sales and marketing of integrated circuits and
semiconductor devices
100
Customer service and supporting activities
300,000
Customer service and supporting activities
550,000 (Note 1)
Engineering support activities
400,000
Customer service and supporting activities
4,502,080
Manufacturing, sales, testing, and computer-aided design
of integrated circuits and other semiconductor devices
6,650,119
Manufacturing, sales, testing, and computer-aided design
of integrated circuits and other semiconductor devices
0.03
Manufacturing, sales, and testing of integrated circuits and
other semiconductor devices
0.001
Engineering support activities
0.001
Investing in companies involved in semiconductor
manufacturing
0
Manufacturing, sales, and testing of integrated circuits and
other semiconductor devices
988,268
Investing in companies involved in the semiconductor
design and manufacturing, and other investment activities
2,434
Engineering support activities
11,284,000
Investment activities
3,487
Investing in technology start-up companies
96,519
Investing in technology start-up companies
2,504
Investing in technology start-up companies
2,911,531
Engaged in manufacturing electronic spare parts and in
researching, developing, designing, manufacturing, sales,
packaging and testing of color filter
Note 1: In February 2021, TSMC had a capital injection in TSMC Design Technology Japan, Inc. Capital stock increased to JPY750 million accordingly.
Note 2: On November 10, 2020, TSMC’s Board of Directors approved the investment in a new venture capital fund, Emerging Fund L.P. The fund was established in January 2021. On February 9, 2021,
TSMC’s Board of Directors approved to establish a wholly-owned subsidiary in Japan to expand the Company’s 3DIC material research.
148
149
8.1.4 Shareholders in Common of TSMC and Its Subsidiaries with Deemed Control and Subordination: None.
8.1.5 Rosters of Directors, Supervisors, and Presidents of TSMC’s Subsidiaries
Company
Title
Name
Unit: NT$ (USD), except shareholding
As of 12/31/2020 (Note 4)
WaferTech, LLC
Company
Title
Name
Shareholding
Shares (Investment Amount)
% (Investment
Holding %)
TSMC North America
TSMC Europe B.V
TSMC Japan Limited
TSMC Design Technology Japan, Inc.
TSMC Korea Limited
TSMC China Company Limited
TSMC Nanjing Company Limited
TSMC Arizona Corporation
TSMC Technology, Inc.
TSMC Development, Inc.
Director
Director
President/CEO
Sylvia Fang
Rick Cassidy
David Keller
Director
Director
President
Director
Director
President
Director
Director
Director
Director
Director
Chairman
Director
Director
Supervisor
President
Chairman
Director
Director
Director
Supervisor
Supervisor
President
Director
Director
Director
Director
President/CEO
Chairman
Director
President
Chairman
Director
President
Wendell Huang
Maria Marced
Maria Marced
Sylvia Fang
Makoto Onodera
Makoto Onodera
Cliff Hou
Wendell Huang
C.C. Pan
Chih-Chun Tsai
Wendell Huang
F.C. Tseng
Y.P. Chin
Roger Luo
Lora Ho
Roger Luo
Lora Ho
Y.P. Chin
Cliff Hou
Roger Luo
Wendell Huang
Sylvia Fang
Roger Luo
Cliff Hou
YL Wang
Sylvia Fang
Wendell Huang
Rick Cassidy
Wendell Huang
Cliff Hou
Cliff Hou
Wendell Huang
Sylvia Fang
Wendell Huang
-
-
-
TSMC holds 11,000,000 shares
-
-
-
TSMC holds 200 shares
-
-
-
-
TSMC holds 6,000 shares
-
-
TSMC holds 11,000 shares (Note 1)
-
-
-
TSMC holds 80,000 shares
-
-
-
-
-
(TSMC invests US$596,000,000)
-
-
-
-
-
-
-
(TSMC invests US$1,000,000,000)
-
-
-
-
-
TSMC holds 30,001 shares
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
-
-
100%
-
-
-
100%
-
-
-
-
100%
-
-
100%
-
-
-
100%
-
-
-
-
-
(100%)
-
-
-
-
-
-
-
(100%)
-
-
-
-
-
100%
-
-
-
100%
-
-
-
100%
(Continued)
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
President
Director
Director
Director
President
Director
Director
None
None
None
Chairman
Director
Director
Director
Director
Supervisor
Supervisor
President
(Note 2)
Y.H. Liaw
Wendell Huang
Tsung-Chia Kuo
Wendell Huang
Sylvia Fang
Wendell Huang
Cliff Hou
Cormac Michael O’Connell
Sylvia Fang
Cliff Hou
Wendell Huang
Sylvia Fang
None
None
None
Robert Kuan
C.S. Yoo
George Liu
Sylvia Fang
Diane Kao
Wendell Huang
Morris Cheng
S.C. Hsin
Shareholding
Shares (Investment Amount)
% (Investment
Holding %)
-
-
-
TSMC Development, Inc. holds 293,636,833 shares
-
-
-
TSMC holds 988,268,244 shares
-
-
-
-
TSMC Partners, Ltd. holds 2,300,000 shares
-
-
TSMC holds 11,284 shares
(TSMC investst US$3,189,066)
(TSMC invests US$94,589,012)
(VentureTech Alliance Fund III, L.P. invests US$2,503,768)
54,600 shares
-
-
-
-
-
-
-
TSMC holds 253,120,000 shares (Note 3)
-
-
-
100%
-
-
-
100%
-
-
-
-
100%
-
-
100%
(98.00%)
(98.00%)
(100%)
0.02%
-
-
-
-
-
-
-
86.94% (Note 3)
Note 1: In February 2021, TSMC had a capital injection in TSMC Design Technology Japan, Inc. Total shares held by TSMC increased to 15,000 share accordingly.
Note 2: On March 4, 2021, VisEra Technologies Company Ltd. held its shareholder meeting for election of directors and replacing supervisors with Audit Committee. Newly elected directors are Robert
Kuan (Chairman), George Liu and Diane Kao, all of whom are TSMC representatives, and Laura Huang, Emma Chang, and P.H. Chang, all of whom are independent directors.
Note 3: On February 9, 2021, TSMC’s Board of Directors approved the sale of up to 39,501,000 common shares of VisEra Technologies Company Ltd. After such share disposal, shares owned by TSMC
will decrease to 213,619,000 shares and TSMC’s ownership in VisEra will be reduced to 73.37%.
Note 4: On November 10, 2020, TSMC’s Board of Directors approved the investment in a new venture capital fund, Emerging Fund L.P. The fund was established in January 2021. On February 9, 2021,
TSMC’s Board of Directors approved to establish a wholly-owned subsidiary in Japan to expand the Company’s 3DIC material research.
150
151
8.1.6 Operational Highlights of TSMC Subsidiaries
Unit: NT$ thousands, except EPS (NT$)
Company
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Design Technology Japan, Inc.
TSMC Korea Limited
TSMC Development, Inc.
TSMC Partners, Ltd.
TSMC Global Ltd.
WaferTech, LLC
As of 12/31/2020
Basic Earning
(Loss) Per
Share
Capital
Stock
Assets
Liabilities
Net Worth
Net
Revenues
Income
(Loss) from
Operation
Net Income
(Loss)
309,067
116,836,156
112,268,097
4,568,059
832,423,971
252,542
294,316
26.76
3,459
81,870
150,095
10,400
867,873
263,087
530,744
47,088
330,136
118,303
238,478
4,693
537,737
144,784
292,266
42,395
756,339
247,277
106,147
17,292
85,308
8,853
(3,184)
1,595
60,142
300,710.37
3,361
560.13
(8,070)
(1,559.27)
1,598
19.98
0.03
29,203,494
0
29,203,494
1,781,868
1,688,569
1,626,764
162,676,449.10
27,767,373
52,694,345
1,487
52,692,858
2,284,193
2,280,068
2,273,717
2.30
317,046,548
477,801,554
95,572,515
382,229,039
8,077,321
7,668,030
7,668,014
679,547.46
0
5,525,632
623,686
4,901,946
7,950,210
1,707,371
1,394,261
TSMC China Company Limited
19,342,286
67,219,561
2,726,842
64,492,719
19,894,495
6,687,777
7,200,634
TSMC Nanjing Company Limited
28,570,908
58,205,344
24,617,558
33,587,786
26,853,055
12,030,053
12,143,866
VisEra Technologies Company Ltd.
2,911,531
11,771,768
4,488,933
7,282,835
6,946,349
2,556,440
2,090,545
TSMC Arizona Corporation
TSMC Technology, Inc.
TSMC Design Technology Canada Inc.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
1
908,497
65,752
842,745
0
(196)
(196)
0.03
1,691,248
921,834
769,414
2,946,355
140,303
147,271
14,727,061.80
53,715
97,982
2,711,906
70,348
312,543
77,750
195,516
123,940
55,766
256,777
342,213
0
0
0
77,750
195,516
123,940
1,606
0
0
31,101
(1,704)
(14,453)
(1,280)
27,379
(2,066)
(14,453)
(1,280)
11.90
NA
NA
NA
4.75
NA
NA
7.18
(79.29)
8.2 Status of TSMC Common Shares and ADRs Acquired, Disposed of, and Held by Subsidiaries: None.
8.3 Special Notes
8.3.1 Private Placement Securities in 2020 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 2020 and as of the Date of this Annual Report: None.
8.3.3 Any Events in 2020 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.
152
153
Contact Information
Taiwan
Corporate Headquarters & Fab 12A
8, Li-Hsin Rd. 6, Hsinchu Science Park, Hsinchu 300-096, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5637000
R&D Center & Fab 12B
168, Park Ave. 2, Hsinchu Science Park, Hsinchu 300-091, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-6687827
Fab 2, Fab 5
121, Park Ave. 3, Hsinchu Science Park, Hsinchu 300-096, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781546
Fab 3
9, Creation Rd. 1, Hsinchu Science Park, Hsinchu 300-092, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781548
Fab 6
1, Nan-Ke North Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5052057
Fab 8
25, Li-Hsin Rd., Hsinchu Science Park, Hsinchu 300-094, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5662051
Fab 14A
1-1, Nan-Ke North Rd., Southern Taiwan Science Park,
Tainan 741-014, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5051262
Fab 14B
17, Nan-Ke 9th Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5055217
Fab 15A
1, Keya Rd. 6, Central Taiwan Science Park, Taichung 428-303, Taiwan,
R. O. C.
Tel: +886-4-27026688 Fax: +886-4-25607548
Fab 15B
1, Xinke Rd., Central Taiwan Science Park, Taichung 407-728, Taiwan,
R. O. C.
Tel: +886-4-27026688 Fax: +886-4-24630372
Fab 18
8, Beiyuan Rd. 2, Southern Taiwan Science Park, Tainan 745-093,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5050363
Advanced Backend Fab 1
6, Creation Rd. 2, Hsinchu Science Park, Hsinchu 300-093, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5773628
Advanced Backend Fab 2
1-1, Nan-Ke North Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5051262
Advanced Backend Fab 3
101, Longyuan 6th Rd., Longtan Dist., Taoyuan City 325-002, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-4804250
Advanced Backend Fab 5
5, Keya W. Rd., Central Taiwan Science Park, Taichung 428-303,
Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-25609631
VisEra Technologies Company Limited
12, Dusing Rd. 1, Hsinchu Science Park, Hsinchu 300-096, 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 Nanjing Company Limited
16, Zifeng Road, Pukou Economic Development Zone, Nanjing,
Jiangsu Province, China
Postcode: 211806
Tel: +86-25-57668000 Fax: +86-25-57712395
TSMC Korea Limited
15F, AnnJay Tower, 208, Teheran-ro, Gangnam-gu, Seoul 06220,
Korea
Tel: +82-2-20511688
TSMC Japan Limited
21F, Queen’s Tower C, 2-3-5, Minatomirai, Nishi-ku, Yokohama,
Kanagawa, 220-6221, Japan
Tel: +81-45-6820670
TSMC Design Technology Japan, Inc.
10F, Minatomirai Grand Central Tower, 4-6-2, Minatomirai,
Nishi-ku, Yokohama, Kanagawa, 220-0012, Japan
Tel: +81-45-6644500
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, LLC
5509 N.W. Parker Street, Camas, WA 98607-9299, U.S.A.
Tel: +1-360-8173000 Fax: +1-360-8173009
TSMC Arizona Corporation
2510 W. Dunlap Avenue, #600, Phoenix, AZ 85021, U.S.A.
Tel: +1 602-567-1688
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 110-016,
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 100-003, 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”, “TSMC-SoIC”, “3DFabric”, “TSMC 3DFabric” and “N12e” are some of TSMC’s registered and/or
pending trademarks used by the Company in various jurisdictions, including Taiwan. All rights reserved.
Copyright © 2020 by Taiwan Semiconductor Manufacturing Company, Ltd. All rights reserved.
Contents
Consolidated Financial Statements for the
Years Ended December 31, 2020 and 2019 and
Independent Auditors’ Report
Parent Company Only Financial Statements for the
Years Ended December 31, 2020 and 2019 and
Independent Auditors’ Report
1
111
Taiwan Semiconductor Manufacturing
Company Limited and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2020 and 2019 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, 2020,
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 9, 2021
- 3 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
ASSETS
CURRENT ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Cash and cash equivalents (Note 6)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at amortized cost (Note 9)
Financial assets at fair value through other comprehensive income (Note 8)
Hedging financial assets (Note 10)
Financial assets at amortized cost (Note 9)
Notes and accounts receivable, net (Note 11)
Hedging financial assets (Note 10)
Receivables from related parties (Note 33)
Notes and accounts receivable, net (Note 11)
Other receivables from related parties (Note 33)
Receivables from related parties (Note 33)
Inventories (Notes 5 and 12)
Other receivables from related parties (Note 33)
Other financial assets (Note 34)
Inventories (Notes 5 and 12)
Other current assets
Other financial assets (Note 34)
Other current assets
Total current assets
Total current assets
NONCURRENT ASSETS
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Financial assets at fair value through other comprehensive income (Note 8)
Investments accounted for using equity method (Note 13)
Financial assets at amortized cost (Note 9)
Property, plant and equipment (Notes 5 and 14)
Investments accounted for using equity method (Note 13)
Right-of-use assets (Notes 5 and 15)
Property, plant and equipment (Notes 5 and 14)
Intangible assets (Notes 5 and 16)
Right-of-use assets (Notes 5 and 15)
Deferred income tax assets (Notes 5 and 27)
Intangible assets (Notes 5 and 16)
Refundable deposits
Deferred income tax assets (Notes 5 and 27)
Other noncurrent assets
Refundable deposits
Other noncurrent assets
Total noncurrent assets
Total noncurrent assets
TOTAL
TOTAL
LIABILITIES AND EQUITY
LIABILITIES AND EQUITY
CURRENT LIABILITIES
CURRENT LIABILITIES
Short-term loans (Notes 17 and 30)
Financial liabilities at fair value through profit or loss (Note 7)
Short-term loans (Notes 17 and 30)
Hedging financial liabilities (Note 10)
Financial liabilities at fair value through profit or loss (Note 7)
Accounts payable
Hedging financial liabilities (Note 10)
Payables to related parties (Note 33)
Accounts payable
Salary and bonus payable
Payables to related parties (Note 33)
Accrued profit sharing bonus to employees and compensation to directors and supervisors (Note 29)
Salary and bonus payable
Payables to contractors and equipment suppliers
Accrued profit sharing bonus to employees and compensation to directors and supervisors (Note 29)
Cash dividends payable (Note 22)
Payables to contractors and equipment suppliers
Income tax payable (Notes 5 and 27)
Cash dividends payable (Note 22)
Long-term liabilities - current portion (Notes 18 and 30)
Income tax payable (Notes 5 and 27)
Accrued expenses and other current liabilities (Notes 5, 15, 21, 23 and 30)
Long-term liabilities - current portion (Notes 18 and 30)
Accrued expenses and other current liabilities (Notes 5, 15, 21, 23 and 30)
Total current liabilities
Total current liabilities
NONCURRENT LIABILITIES
NONCURRENT LIABILITIES
Bonds payable (Notes 18 and 30)
Long-term bank loans (Notes 19 and 30)
Bonds payable (Notes 18 and 30)
Deferred income tax liabilities (Notes 5 and 27)
Long-term bank loans (Notes 19 and 30)
Lease liabilities (Notes 5, 15 and 30)
Deferred income tax liabilities (Notes 5 and 27)
Net defined benefit liability (Note 20)
Lease liabilities (Notes 5, 15 and 30)
Guarantee deposits (Notes 21 and 30)
Net defined benefit liability (Note 20)
Others
Guarantee deposits (Notes 21 and 30)
Others
Total noncurrent liabilities
Total noncurrent liabilities
Total liabilities
Total liabilities
December 31, 2020
Amount
December 31, 2020
Amount
%
%
December 31, 2019
Amount
December 31, 2019
Amount
%
%
$ 660,170,647
2,259,412
$ 660,170,647
122,448,453
2,259,412
6,597,992
122,448,453
47
6,597,992
145,480,272
47
558,131
145,480,272
50,645
558,131
137,353,407
50,645
10,676,111
137,353,407
6,590,191
10,676,111
6,590,191
1,092,185,308
1,092,185,308
4,514,940
4,372,207
4,514,940
18,841,061
4,372,207
1,555,589,120
18,841,061
27,728,382
1,555,589,120
25,768,179
27,728,382
25,958,184
25,768,179
1,343,001
25,958,184
4,411,023
1,343,001
4,411,023
1,668,526,097
1,668,526,097
$ 2,760,711,405
$ 2,760,711,405
$
$
88,559,026
94,128
88,559,026
1,169
94,128
38,987,284
1,169
2,107,718
38,987,284
20,071,241
2,107,718
35,681,046
20,071,241
157,804,961
35,681,046
129,651,902
157,804,961
53,909,313
129,651,902
2,600,000
53,909,313
87,683,260
2,600,000
87,683,260
617,151,048
617,151,048
254,105,084
1,967,611
254,105,084
1,729,941
1,967,611
20,560,649
1,729,941
11,914,074
20,560,649
265,599
11,914,074
2,395,400
265,599
2,395,400
292,938,358
292,938,358
910,089,406
910,089,406
24
-
24
5
-
-
5
-
-
5
-
-
5
-
-
5
-
1
5
-
1
-
40
40
-
-
-
1
-
56
1
1
56
1
1
1
1
-
1
-
-
-
60
60
100
100
3
-
3
-
-
1
-
-
1
1
-
1
1
6
1
5
6
2
5
-
2
3
-
3
22
22
9
-
9
-
-
1
-
1
1
-
1
-
-
-
11
11
33
33
$ 455,399,336
326,839
$ 455,399,336
127,396,577
326,839
299,884
127,396,577
25,884
299,884
138,908,589
25,884
862,070
138,908,589
51,653
862,070
82,981,196
51,653
11,041,091
82,981,196
5,320,795
11,041,091
5,320,795
822,613,914
822,613,914
4,124,337
7,348,914
4,124,337
18,698,788
7,348,914
1,352,377,405
18,698,788
17,232,402
1,352,377,405
20,653,028
17,232,402
17,928,358
20,653,028
2,084,968
17,928,358
1,742,918
2,084,968
1,742,918
1,442,191,118
1,442,191,118
$ 2,264,805,032
$ 2,264,805,032
$ 118,522,290
982,349
$ 118,522,290
1,798
982,349
38,771,066
1,798
1,434,900
38,771,066
16,272,353
1,434,900
23,648,903
16,272,353
140,810,703
23,648,903
129,651,902
140,810,703
32,466,156
129,651,902
31,800,000
32,466,156
56,373,281
31,800,000
56,373,281
590,735,701
590,735,701
25,100,000
-
25,100,000
344,393
-
15,041,833
344,393
9,182,496
15,041,833
176,904
9,182,496
2,128,279
176,904
2,128,279
51,973,905
51,973,905
642,709,606
642,709,606
20
-
20
6
-
-
6
-
-
6
-
-
6
-
-
4
-
-
4
-
-
-
36
36
-
-
-
1
-
60
1
1
60
1
1
1
1
-
1
-
-
-
64
64
100
100
5
-
5
-
-
2
-
-
2
1
-
1
1
6
1
6
6
1
6
1
1
3
1
3
26
26
1
-
1
-
-
1
-
-
1
-
-
-
-
-
2
2
28
28
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 22)
Capital surplus (Note 22)
Capital stock (Note 22)
Retained earnings (Note 22)
Capital surplus (Note 22)
Retained earnings (Note 22)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Appropriated as legal capital reserve
Unappropriated earnings
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 22)
Others (Note 22)
Equity attributable to shareholders of the parent
Equity attributable to shareholders of the parent
NON - CONTROLLING INTERESTS
NON - CONTROLLING INTERESTS
Total equity
Total equity
TOTAL
TOTAL
The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
- 8 -
- 8 -
- 8 -
259,303,805
56,347,243
259,303,805
56,347,243
311,146,899
42,259,146
311,146,899
1,235,280,036
42,259,146
1,588,686,081
1,235,280,036
1,588,686,081
9
2
9
2
11
2
11
45
2
58
45
58
259,303,805
56,339,709
259,303,805
56,339,709
311,146,899
10,675,106
311,146,899
1,011,512,974
10,675,106
1,333,334,979
1,011,512,974
1,333,334,979
(54,679,873)
(54,679,873)
(2)
(2)
(27,568,369)
(27,568,369)
1,849,657,256
1,849,657,256
964,743
964,743
1,850,621,999
1,850,621,999
$ 2,760,711,405
$ 2,760,711,405
67
67
-
-
67
67
100
100
1,621,410,124
1,621,410,124
685,302
685,302
1,622,095,426
1,622,095,426
$ 2,264,805,032
$ 2,264,805,032
11
3
11
3
14
-
14
45
-
59
45
(1)
59
(1)
72
72
-
-
72
72
100
100
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2020
2019
Amount
%
Amount
%
NET REVENUE (Notes 5, 23, 33 and 39)
$1,339,254,811 100
$1,069,985,448 100
COST OF REVENUE (Notes 5, 12, 29, 33 and 37)
628,108,309 47
577,286,947 54
GROSS PROFIT BEFORE REALIZED
(UNREALIZED) GROSS PROFIT ON SALES TO
ASSOCIATES
REALIZED (UNREALIZED) GROSS PROFIT ON
SALES TO ASSOCIATES
711,146,502 53
492,698,501 46
(16,382)
-
3,395
-
GROSS PROFIT
711,130,120 53
492,701,896 46
OPERATING EXPENSES (Notes 5 , 29 and 33)
Research and development
General and administrative
Marketing
109,486,089
28,457,593
7,112,867
8
2
1
91,418,746
21,737,210
6,348,626
8
2
1
Total operating expenses
145,056,549 11
119,504,582 11
OTHER OPERATING INCOME AND EXPENSES,
NET (Notes 14, 15 and 29)
710,127
-
(496,224)
-
INCOME FROM OPERATIONS (Note 39)
566,783,698 42
372,701,090 35
NON-OPERATING INCOME AND EXPENSES
Share of profits of associates
Interest income (Note 24)
Other income
Foreign exchange gain (loss), net (Note 36)
Finance costs (Note 25)
Other gains and losses, net (Note 26)
3,592,818
9,018,400
660,607
(3,303,298)
(2,081,455)
10,106,410
Total non-operating income and expenses
17,993,482
-
1
-
-
-
1
2
2,844,222
16,189,374
417,295
2,095,217
(3,250,847)
(1,151,015)
17,144,246
-
1
-
-
-
-
1
INCOME BEFORE INCOME TAX
584,777,180 44
389,845,336 36
INCOME TAX EXPENSE (Notes 5 and 27)
66,619,098
5
44,501,527
4
NET INCOME
518,158,082 39
345,343,809 32
(Continued)
- 9 -
- 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, 20, 22 and 27)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit obligation
Unrealized gain 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 on investments in debt
instruments at fair value through other
comprehensive income
Share of other comprehensive loss of associates
2020
2019
Amount
%
Amount
%
$
(3,516,749)
(1) $
253,895
-
423,697
24,085
(11,604)
-
-
-
334,327
(109,592)
(18,271)
422,663
(2,657,908)
-
(1)
(20,992)
439,367
-
-
-
-
-
(29,847,196)
(2)
(14,689,107)
(1)
2,466,711
(283,409)
(27,663,894)
-
-
(2)
2,566,373
(140,195)
(12,262,929)
-
-
(1)
Other comprehensive loss for the year, net of
income tax
(30,321,802)
(3)
(11,823,562)
(1)
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$ 487,836,280 36
$ 333,520,247 31
NET INCOME ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
$ 517,885,387 39
-
272,695
$ 345,263,668 32
-
80,141
$ 518,158,082 39
$ 345,343,809 32
$ 487,563,478 36
-
272,802
$ 333,440,460 31
-
79,787
$ 487,836,280 36
$ 333,520,247 31
(Continued)
- 10 -
- 10 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2020
Income Attributable to
Shareholders of
the Parent
2019
Income Attributable to
Shareholders of
the Parent
EARNINGS PER SHARE (NT$, Note 28)
Basic earnings per share
Diluted earnings per share
$ 19.97
$ 19.97
$ 13.32
$ 13.32
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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T
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
-
2
1
-
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit losses recognized on investments in debt
instruments
Finance costs
Share of profits of associates
Interest income
Share-based compensation
Loss (gain) on disposal or retirement of property, plant and
equipment, net
Loss on disposal of intangible assets, net
Impairment loss (reversal of impairment loss) on property, plant and
equipment
Loss (gain) on financial instruments at fair value through profit or
loss, net
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
Gain on foreign exchange, net
Dividend income
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
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
2020
2019
$ 584,777,180
$ 389,845,336
324,538,443
7,186,248
281,411,832
5,472,409
3,672
2,081,455
(3,592,818)
(9,018,400)
6,612
1,714
3,250,847
(2,844,222)
(16,189,374)
2,818
(188,863)
599
949,965
2,377
10,159
(301,384)
(3,005)
955,723
(1,439,420)
-
16,382
(1,372,610)
(637,575)
-
(2,828)
(537,835)
4,598
(3,395)
(5,228,218)
(417,295)
(13,091)
(2,075)
(2,965,270)
(8,082,708)
303,939
7,588
(54,372,211)
1,389,493
(1,358,129)
404,607
672,818
3,798,888
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
12,032,143
20,617,359
(785,171)
874,028,577
(51,362,365)
(332,251)
(2,372,032)
(215,014)
667,182,815
(52,044,071)
Net cash generated by operating activities
822,666,212
615,138,744
(Continued)
- 13 -
- 13 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2020
2019
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
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
Increase in prepayments for leases
Refundable deposits paid
Refundable deposits refunded
-
$
$
(124,748)
(262,637,496) (257,558,240)
(313,958)
(507,238,722) (460,422,150)
(9,329,869)
(9,542,387)
(4,302,770)
30,049
266,931,916
285,210
606,732
2,418,153
230,444,486
14,349,190
287,318
51,052
(308,776)
9,775,120
1,044,327
25,369
735,081
1,107
(436,606)
16,874,985
2,565,338
850,623
320,242
2,752,043
(4,693,416)
(726,883)
1,431,837
1,718,954
-
(1,465,766)
1,019,294
Net cash used in investing activities
(505,781,714) (458,801,647)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
Proceeds from short-term bills payable
Repayments of short-term bills payable
Proceeds from issuance of bonds
Repayment of bonds
Proceeds from long-term bank loans
Payments for transaction costs attributable to the issuance 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
236,725,675
(31,571,567)
7,485,303
(7,500,000)
31,804,302
-
-
-
(34,900,000)
-
-
(2,930,589)
(3,597,145)
62,203
(701,269)
(259,303,805) (259,303,805)
4,006
(75,869)
(31,800,000)
2,000,000
(390,730)
(2,615,708)
(1,781,097)
145,633
(16,060)
7,269
-
Net cash used in financing activities
(88,615,087) (269,638,166)
(Continued)
- 14 -
- 14 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2020
2019
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
$ (23,498,100) $
(9,114,196)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
204,771,311
(122,415,265)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
455,399,336
577,814,601
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 660,170,647
$ 455,399,336
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 15 -
- 15 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(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 9, 2021.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS
a. Initial application of the amendments to 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)
The initial application of the amendments to 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.
b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers
for application starting from 2021 and the IFRSs issued by International Accounting Standards Board
(IASB) and endorsed by the FSC with effective date starting 2021
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 “Interest Rate
January 1, 2021
Benchmark Reform - Phase 2”
- 16 -
- 16 -
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
Annual Improvements to IFRS Standards 2018–2020
Amendments to IFRS 3 “Reference to the Conceptual Framework”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
January 1, 2022
January 1, 2022
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
January 1, 2023
Non-current”
Amendments to IAS 16 “Property, Plant and Equipment(cid:289) (cid:302)(cid:289) Proceeds
January 1, 2022
before Intended Use”
Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a
January 1, 2022
Contract”
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 and related applicable
period. 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.
- 17 -
- 17 -
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing
control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the
Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognized directly in equity and
attributed to shareholders of the parent.
When the Company loses control of a subsidiary, a gain or loss is recognized in profit or loss and is
calculated as the difference between:
a.
the aggregate of the fair value of consideration received and the fair value of any retained interest at the
date when control is lost; and
b. the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interest.
The Company shall account for all amounts recognized in other comprehensive income in relation to the
subsidiary on the same basis as would be required if the Company had directly disposed of the related
assets and liabilities.
The fair value of any investment retained in the former subsidiary at the date when control is lost is
regarded as the cost on initial recognition of an investment in an associate.
The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
Name of Investor
Name of Investee
Main Businesses and Products
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2019
December 31,
2020
TSMC
TSMC North America
Selling and marketing of integrated
circuits and other semiconductor
devices
San Jose, California,
100%
100%
U.S.A.
-
a), b)
100%
100%
100%
100%
100%
100%
Note
-
a)
a)
a)
a)
-
-
d)
-
TSMC Europe B.V. (TSMC
Customer service and supporting
Europe)
activities
TSMC Japan Limited (TSMC
Customer service and supporting
Amsterdam, the
Netherlands
Yokohama, Japan
Japan)
activities
TSMC Design Technology
Japan, Inc. (TSMC JDC)
TSMC Korea Limited (TSMC
Engineering support activities
Yokohama, Japan
Customer service and supporting
Seoul, Korea
Korea)
activities
TSMC Partners, Ltd. (TSMC
Investing in companies involved in the
Tortola, British Virgin
Partners)
design, manufacture, and other
related business in the semiconductor
industry and other investment
activities
Islands
TSMC Global, Ltd. (TSMC
Investment activities
Tortola, British Virgin
Global)
Islands
TSMC China Company
Manufacturing, selling, testing and
Shanghai, China
Limited (TSMC China)
computer-aided design of integrated
circuits and other semiconductor
devices
100%
100%
100%
100%
100%
100%
100%
TSMC Nanjing Company
Manufacturing, selling, testing and
Nanjing, China
100%
100%
Hsin-Chu, Taiwan
87%
87%
Limited (TSMC Nanjing)
VisEra Technologies Company
Ltd. (VisEra Tech)
TSMC Arizona Corporation
(TSMC Arizona)
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
Manufacturing, selling and testing of
integrated circuits and other
semiconductor devices
Phoenix, Arizona,
100%
-
a), c)
U.S.A.
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
98%
98%
98%
98%
a)
a)
L.P. (VTAF III)
companies
(Continued)
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Name of Investor
Name of Investee
Main Businesses and Products
TSMC Partners
TSMC Development, Inc.
(TSMC Development)
TSMC Technology, Inc.
(TSMC Technology)
TSMC Design Technology
Canada Inc. (TSMC Canada)
Investing in companies involved in the
manufacturing related business in the
semiconductor industry
Engineering support activities
Delaware, U.S.A.
Engineering support activities
Ontario, Canada
InveStar Semiconductor
Investing in new start-up technology
Cayman Islands
Development Fund, Inc.
(ISDF)
companies
InveStar Semiconductor
Investing in new start-up technology
Cayman Islands
Development Fund, Inc. (II)
LDC. (ISDF II)
companies
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2019
December 31,
2020
Delaware, U.S.A.
100%
100%
Note
-
a)
a)
a) , e)
100%
100%
97%
100%
100%
-
-
97%
a) , e)
TSMC Development
WaferTech, LLC (WaferTech)
Manufacturing, selling and testing of
integrated circuits and other
semiconductor devices
Washington, U.S.A.
100%
100%
VTAF III
Growth Fund Limited (Growth
Investing in new start-up technology
Cayman Islands
100%
100%
Fund)
companies
-
a)
(Concluded)
Note a: This is an immaterial subsidiary for which the consolidated financial statements are not audited by the Company’s independent auditors.
Note b: TSMC JDC has been established in January 2020.
Note c: TSMC Arizona has been established in November 2020.
Note d: 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$3
billion to establish a subsidiary operating a 300mm wafer fab with the capacity of 20,000 12-inch wafers per month, and a design service center. The aforementioned 300mm wafer fab has
reached the capacity of 20,000 12-inch wafers per month.
Note e:
ISDF and ISDF II have completed the liquidation procedures in November 2020.
Foreign Currencies
The financial statements of each individual consolidated entity were expressed in the currency which
reflected its primary economic environment (functional currency). The functional currency of TSMC and
presentation currency of the consolidated financial statements are both New Taiwan Dollars (NT$). 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.
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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.
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.
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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 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.
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Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
FVTPL.
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either
held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at FVTPL are subsequently
measured at amortized cost at the end of each reporting period.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial liability
derecognized and the consideration paid and payable is recognized in profit or loss.
Derivative Financial Instruments
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative financial instrument is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or
loss depends on the nature of the hedge relationship.
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.
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b. Cash flow hedge
The Company designates certain hedging instruments, such as forward exchange contracts, 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 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.
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.
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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.
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 (assets used by the Company and assets subject to operating
leases) - 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
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 and initial direct costs 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.
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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.
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 from the synergies of the combination. If the recoverable amount of a cash-generating unit is less
than its carrying amount, the difference is allocated first to reduce the carrying amount of any goodwill
allocated to such cash generating unit and then to the other assets of the cash generating unit pro rata based
on the carrying amount of each asset in the cash generating unit. Any impairment loss for goodwill is
recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent
periods.
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
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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.
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.
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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.
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.
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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
The Company has considered the economic implications of COVID-19 on critical accounting estimates and
will continue evaluating the impact on its financial position and financial performance as a result of the
pandemic.
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 judgments 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.
- 28 -
- 28 -
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
Repurchase agreements
Commercial paper
(cid:289)
December 31,
2020
December 31,
2019
$ 653,580,548
3,716,119
1,750,443
1,123,537
$ 452,734,378
2,188,149
-
476,809
$ 660,170,647
$ 455,399,336
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.
- 29 -
- 29 -
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,
2020
December 31,
2019
$ 2,259,412
-
-
$
162,155
123,759
40,925
$ 2,259,412
$
326,839
$
94,128
$
982,349
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:
December 31, 2020
Sell NT$
Sell US$
December 31, 2019
Sell NT$
Sell JPY
Sell US$
Maturity Date
Contract Amount
(In Thousands)
January 2021 to March 2021
January 2021 to March 2021
NT$ 144,697,981
US$ 1,176,858
January 2020 to June 2020
January 2020 to February 2020
January 2020 to March 2020
NT$ 108,428,027
JPY 57,471,581
529,209
US$
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31,
2020
December 31,
2019
$ 56,593,623
43,977,113
13,459,503
8,368,264
122,398,503
$ 51,790,045
51,966,460
12,824,223
10,815,849
127,396,577
(Continued)
Investments in debt instruments at FVTOCI
Corporate bonds
Agency bonds/Agency mortgage-backed securities
Government bonds
Asset-backed securities
- 30 -
- 30 -
Investments in equity instruments at FVTOCI
Non-publicly traded equity investments
Publicly traded stocks
Current
Noncurrent
December 31,
2020
December 31,
2019
$
$
4,514,940
49,950
4,564,890
4,124,337
-
4,124,337
$ 126,963,393
$ 131,520,914
$ 122,448,453
4,514,940
$ 127,396,577
4,124,337
$ 126,963,393
$ 131,520,914
(Concluded)
These investments in equity instruments are held for medium to long-term purposes and therefore are
accounted for as FVTOCI. For dividends recognized from these investments, please refer to consolidated
statements of cash flows. All the dividends are from investments held at the end of the reporting period.
For the years ended December 31, 2020 and 2019, as the Company adjusted its investment portfolio, equity
investments designated at FVTOCI were divested for NT$8 thousand and NT$873,470 thousand,
respectively. The related other equity-unrealized gain/loss on financial assets at FVTOCI of NT$108,996
thousand and NT$156,770 thousand were transferred to decrease and increase retained earnings,
respectively.
As of December 31, 2020 and 2019, the cumulative loss allowance for expected credit loss of NT$32,480
thousand and NT$35,596 thousand was recognized under investments in debt instruments at FVTOCI,
respectively. Refer to Note 32 for information relating to the credit risk management and expected credit
loss.
9. FINANCIAL ASSETS AT AMORTIZED COST
December 31,
2020
December 31,
2019
Corporate bonds
Less: Allowance for impairment loss
Current
Noncurrent
$ 10,977,298
(7,099)
$ 7,651,727
(2,929)
$ 10,970,199
$ 7,648,798
$ 6,597,992
4,372,207
$
299,884
7,348,914
$ 10,970,199
$ 7,648,798
Refer to Note 32 for information relating to credit risk management and expected credit loss for financial
assets at amortized cost.
- 31 -
- 31 -
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,
2020
December 31,
2019
$
47
$ 22,380
-
47
$
3,504
$ 25,884
$ 1,169
$
-
-
1,798
$ 1,169
$ 1,798
The Company entered into interest rate futures contracts, which are used to partially hedge against the fair
value changes caused by interest rate 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 during the hedging period. 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, 2020
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
Interest rate futures contracts - US Treasury
US$88,700
March 2021
bonds
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$ 6,198,683
$
1,122
- 32 -
- 32 -
December 31, 2019
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
Interest rate futures contracts - US Treasury
US$122,200
March 2020
bonds
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$ 7,364,727
$
(22,380)
The effect for the years ended December 31, 2020 and 2019 is detailed below:
Hedging Instruments/Hedged Items
Increase
(Decrease) in Value Used for
Calculating Hedge Ineffectiveness
Years Ended December 31
2020
2019
Hedging Instruments
Interest rate futures contracts - US Treasury bonds
$ (353,611)
$ (164,740)
Hedged Items
Financial assets at FVTOCI
Cash flow hedge
353,611
177,831
$
-
$ 13,091
The Company entered into forward exchange contracts 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 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. No other sources of
ineffectiveness emerged from these hedging relationships. For the years ended December 31, 2020 and
2019, refer to Note 22(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
Sell NT$ 1,342,392
January 2020
$ (3,820)
- 33 -
- 33 -
The effect for the years ended December 31, 2020 and 2019 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts
Hedged Items
Increase
(Decrease) in Value Used for
Calculating Hedge
Ineffectiveness
Years Ended December 31
2020
2019
$ 24,085
$ (109,592)
Forecast transaction (capital expenditures)
$ (24,085)
$ 109,592
11. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2020
December 31,
2019
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 142,771,597 $ 135,978,049
(325,325)
142,524,971 135,652,724
3,255,865
2,955,301
(246,626)
$ 145,480,272 $ 138,908,589
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,
2020
December 31,
2019
$ 140,933,622
$ 126,134,762
4,784,425
8,708
48
95
(246,626)
13,082,080
12,794
1,033
3,245
(325,325)
$ 145,480,272
$ 138,908,589
- 34 -
- 34 -
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
2020
2019
$ 325,325
(78,474)
(225)
$
7,253
318,290
(218)
$ 246,626
$ 325,325
For the years ended December 31, 2020 and 2019, the changes in loss allowance were mainly due to the
variations in the balance of accounts receivable of different risk levels.
12. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2020
December 31,
2019
$ 21,705,625
91,672,870
14,715,963
9,258,949
$ 8,924,541
51,969,105
16,552,275
5,535,275
$ 137,353,407
$ 82,981,196
Write-down of inventories to net realizable value and reversal of write-down of inventories resulting from
the increase in net realizable value were included in the cost of revenue, as illustrated below:
Years Ended December 31
2020
2019
Inventory losses (reversal of write-down of inventories)
$ 3,664,513
$ (1,983,048)
The aforementioned reversal of write-down of inventories for the year ended December 31, 2019 excluded
wafer contamination 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,
2020
December 31,
2019
December 31,
2020
December 31,
2019
Vanguard International
Manufacturing, selling, packaging,
Hsinchu, Taiwan
$
9,029,890
$
9,027,572
28%
28%
Semiconductor Corporation
(VIS)
testing and computer-aided design of
integrated circuits and other
semiconductor devices and the
manufacturing and design service of
masks
Systems on Silicon
Manufacturing Company Pte
Ltd. (SSMC)
Manufacturing and selling of integrated
circuits and other semiconductor
devices
Singapore
5,900,245
6,502,174
39%
39%
(Continued)
- 35 -
- 35 -
Name of Associate
Principal Activities
Xintec Inc. (Xintec)
Global Unichip Corporation
(GUC)
Mutual-Pak
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
Place of
Incorporation and
Operation
Carrying Amount
% of Ownership and Voting Rights Held
by the Company
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
Taoyuan, Taiwan
$
2,554,123
$
1,846,145
Hsinchu, Taiwan
1,328,620
1,284,377
New Taipei, Taiwan
28,183
38,520
41%
35%
28%
41%
35%
28%
$ 18,841,061
$ 18,698,788
(Concluded)
As of December 31, 2020 and 2019, 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
Xintec
GUC
14. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
a. Assets used by the Company
December 31,
2020
December 31,
2019
$ 53,849,925
$ 20,420,233
$ 15,827,184
$ 36,812,923
$ 8,958,195
$ 11,251,774
December 31,
2020
December 31,
2019
$ 1,554,585,938 $ 1,352,313,861
63,544
1,003,182
$ 1,555,589,120 $ 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, 2020
Additions (deductions)
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
Effect of exchange rate
changes
$
3,991,798
-
-
$ 438,075,063
84,882,543
$ 2,886,622,968
729,943,300
$
54,611,364
15,112,949
$ 528,295,086
(304,218,044 )
(41,568 )
(6,397,279 )
(734,129 )
-
-
23,142
-
-
(1,199,011 )
-
-
$ 3,911,596,279
525,720,748
(7,172,976 )
23,142
(1,199,011 )
-
-
-
(49,173 )
(491,706 )
(1,964,246 )
(127,536 )
(111,682 )
(2,744,343 )
Balance at December 31, 2020 $
3,942,625
$ 522,447,474
$ 3,607,005,732
$
68,862,648
$ 223,965,360
$ 4,426,223,839
(Continued)
- 36 -
- 36 -
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Accumulated depreciation
and impairment
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
Impairment
Effect of exchange rate
changes
$
538,690
1,479
-
$ 243,059,390
29,209,096
$ 2,278,265,943
285,393,637
$
(27,990 )
(6,012,942 )
$
37,418,395
7,216,921
(732,403 )
-
-
-
8,215
-
-
-
(202,593 )
10,159
-
-
-
(34,040 )
(449,240 )
(1,924,235 )
(100,581 )
Balance at December 31, 2020 $
506,129
$ 271,799,471
$ 2,555,529,969
$
43,802,332
$
-
-
-
-
-
-
-
-
$ 2,559,282,418
321,821,133
(6,773,335 )
8,215
(202,593 )
10,159
(2,508,096 )
$ 2,871,637,901
Carrying amounts at
December 31, 2020
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
$
3,436,496
$ 250,648,003
$ 1,051,475,763
$
25,060,316
$ 223,965,360
$ 1,554,585,938
$
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
$
-
-
-
-
-
-
-
-
Carrying amounts at
December 31, 2019
$
3,453,108
$ 195,015,673
$ 608,357,025
$
17,192,969
$ 528,295,086
$ 2,300,253,855
278,765,001
(14,067,350 )
20,659
(301,384 )
(508 )
(5,387,855 )
$ 2,559,282,418
$ 1,352,313,861
(Concluded)
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.
- 37 -
- 37 -
b. Assets subject to operating leases
Cost
Buildings
Machinery and
Equipment
Total
Balance at January 1, 2020
Disposals or retirements
Transfers to assets used by the Company
Transfers from assets used by the Company
$ 562,610
(311,939)
(23,142)
-
$
-
-
-
1,199,011
$ 562,610
(311,939)
(23,142)
1,199,011
Balance at December 31, 2020
$ 227,529
$1,199,011
$1,426,540
Accumulated depreciation
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers to assets used by the Company
Transfers from assets used by the Company
$ 499,066
16,281
(305,766)
(8,215)
-
$
-
19,399
-
-
202,593
$ 499,066
35,680
(305,766)
(8,215)
202,593
Balance at December 31, 2020
$ 201,366
$ 221,992
$ 423,358
Carrying amounts at December 31, 2020
$ 26,163
$ 977,019
$1,003,182
Cost
Balance at January 1, 2019
Balance at December 31, 2019
Accumulated depreciation
Balance at January 1, 2019
Additions
Balance at December 31, 2019
$ 562,610
$ 562,610
$ 474,899
24,167
$ 499,066
Carrying amounts at December 31, 2019
$ 63,544
$
$
$
$
$
-
-
-
-
-
-
$ 562,610
$ 562,610
$ 474,899
24,167
$ 499,066
$ 63,544
Operating leases relate to leases of buildings and leases of machinery and equipment with lease terms
approximately 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 from the buildings and machinery and
equipment is as follows:
Year 1
Year 2
Year 3
December 31,
2020
December 31,
2019
$ 149,120
16,992
-
$
18,450
16,992
16,992
$ 166,112
$ 52,434
- 38 -
- 38 -
15. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery and equipment
Office equipment
December 31,
2020
December 31,
2019
$ 25,141,908
2,544,742
-
41,732
$ 14,064,036
2,351,809
775,809
40,748
$ 27,728,382
$ 17,232,402
Years Ended December 31
2020
2019
Additions to right-of-use assets
$ 13,481,172
$ 1,032,985
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
$ 1,312,888
569,531
775,809
23,402
$
957,065
458,772
1,184,374
22,453
$ 2,681,630
$ 2,622,664
Income from subleasing right-of-use assets (classified under
other operating income and expenses, net)
$
79,624
$
55,026
b. Lease liabilities
Carrying amounts
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion
Ranges of discount rates for lease liabilities are as follows:
Land
Buildings
Machinery and equipment
Office equipment
- 39 -
- 39 -
December 31,
2020
December 31,
2019
$ 1,828,025
20,560,649
$ 2,275,084
15,041,833
$ 22,388,674
$ 17,316,917
December 31,
2020
December 31,
2019
0.48%-2.14%
0.54%-3.88%
-
0.28%-3.88%
0.67%-2.14%
0.67%-3.88%
3.24%
0.64%-3.88%
c. Material terms of right-of-use assets
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. As of September 30, 2020, the aforementioned lease contract has been expired.
d. Subleases
The Company subleases the right to use its buildings and machinery and equipment under operating
leases with lease terms of 1 to 6 years.
The maturity analysis of lease payments receivable under operating subleases is as follows:
Year 1
Year 2
e. Other lease information
December 31,
2020
December 31,
2019
$ 144,099
-
$
58,569
1,885
$ 144,099
$
60,454
Years Ended December 31
2020
2019
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Expenses relating to variable lease payments not included in the
$ 3,153,451
$
300
$ 5,007,057
492
$
measurement of lease liabilities
$
256,996
$
195,062
Total cash outflow for leases
16. INTANGIBLE ASSETS
Cost
Balance at January 1, 2020
Additions
Disposals or retirements
Effect of exchange rate changes
$
Years Ended December 31
2020
2019
$ 6,354,610
$ 7,724,421
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
5,693,376
-
-
(256,774 )
$ 15,854,951
6,308,926
-
(2,165 )
$ 33,024,010
3,275,757
$
(60,467 )
(333 )
8,302,996
2,974,784
-
$ 62,875,333
12,559,467
(60,467 )
(259,351 )
(79 )
Balance at December 31, 2020
$
5,436,602
$
22,161,712
$
36,238,967
$
11,277,701
$
75,114,982
(Continued)
- 40 -
- 40 -
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Accumulated amortization and
impairment
Balance at January 1, 2020
Additions
Disposals or retirements
Effect of exchange rate changes
$
$
-
-
-
-
9,823,770
2,404,461
-
(2,165 )
$ 26,502,067
3,669,257
$
(59,868 )
303
5,896,468
1,112,530
-
$ 42,222,305
7,186,248
(59,868 )
(1,882 )
(20 )
Balance at December 31, 2020
$
-
$ 12,226,066
$ 30,111,759
$
7,008,978
$ 49,346,803
Carrying amounts at December 31, 2020
$
5,436,602
$
9,935,646
$
6,127,208
$
4,268,723
$ 25,768,179
Cost
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
$
$
-
-
-
-
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 )
Balance at December 31, 2019
$
-
$
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
(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% in both years in its test of impairment as of December 31, 2020 and 2019, to
reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2020 and 2019, the Company did not recognize any impairment loss on
goodwill.
17. SHORT-TERM LOANS
Unsecured loans
Amount
Loan content
US$ (in thousands)
EUR (in thousands)
Annual interest rate
Maturity date
December 31,
2020
December 31,
2019
$ 88,559,026
$ 118,522,290
$
$
200,000
2,398,000
2,370,000
1,410,000
(0.54)%-0.33% 0.01%-2.22%
Due by February
Due by May
2020
2021
- 41 -
- 41 -
18. BONDS PAYABLE
Domestic unsecured bonds
Overseas unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2020
December 31,
2019
$ 173,197,000
84,291,000
$ 56,900,000
-
-
(31,800,000)
(782,916)
(2,600,000)
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
$ 254,105,084
$ 25,100,000
NT$ unsecured
bonds
100-2
101-1
101-2
101-3
101-4
102-1
102-2
102-3
102-4
B
B
B
-
B
C
B
C
A
B
B
C
January 2012 to
January 2019
August 2012 to
August 2019
September 2012
to September
2019
October 2012 to
October 2022
January 2013 to
January 2020
January 2013 to
January 2023
February 2013 to
February 2020
February 2013 to
February 2023
July 2013 to July
2020
$ 7,000,000
1.46%
Bullet repayment;
interest payable
annually
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
10,000,000
1.35%
The same as above
3,000,000
1.49%
The same as above
11,600,000
1.38%
The same as above
3,600,000
1.50%
The same as above
10,200,000
1.50%
The same as above
July 2013 to July
3,500,000
1.70%
The same as above
2023
August 2013 to
August 2019
September 2013
to March 2019
8,500,000
1.52%
The same as above
1,400,000
1.60%
Bullet repayment;
interest payable
annually (interest for
the six months prior
to maturity will
accrue on the basis of
actual days and be
repayable at maturity)
(Continued)
- 42 -
- 42 -
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
102-4
D
September 2013
to March 2021
$ 2,600,000
1.85%
Bullet repayment;
interest payable
annually (interest for
the six months prior
to maturity will
accrue on the basis of
actual days and be
repayable at maturity)
109-1
109-2
109-3
109-4
109-5
E
F
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
September 2013
to March 2023
September 2013
to September
2023
March 2020 to
March 2025
March 2020 to
March 2027
March 2020 to
March 2030
April 2020 to
April 2025
April 2020 to
April 2027
April 2020 to
April 2030
May 2020 to May
2025
5,400,000
2.05%
The same as above
2,600,000
2.10%
Bullet repayment;
interest payable
annually
3,000,000
0.58%
The same as above
10,500,000
0.62%
The same as above
10,500,000
0.64%
The same as above
5,900,000
0.52%
The same as above
10,400,000
0.58%
The same as above
5,300,000
0.60%
The same as above
4,500,000
0.55%
The same as above
May 2020 to May
7,500,000
0.60%
The same as above
2027
May 2020 to May
2,400,000
0.64%
The same as above
2030
July 2020 to July
5,700,000
0.58%
2025
Two equal installments
in last two years;
interest payable
annually
July 2020 to July
6,300,000
0.65%
The same as above
2027
July 2020 to July
1,900,000
0.67%
The same as above
2030
September 2020
to September
2025
September 2020
to September
2027
September 2020
to September
2030
4,800,000
0.50%
The same as above
8,000,000
0.58%
The same as above
2,800,000
0.60%
The same as above
(Continued)
- 43 -
- 43 -
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
109-6 (green
bond)
109-7
A
B
C
A
B
C
December 2020 to
December 2025
$ 1,600,000
0.40%
Two equal installments
in last two years;
interest payable
annually
December 2020 to
December 2027
December 2020 to
December 2030
December 2020 to
December 2025
December 2020 to
December 2027
December 2020 to
December 2030
5,600,000
0.44%
The same as above
4,800,000
0.48%
The same as above
1,900,000
0.36%
The same as above
10,200,000
0.41%
The same as above
6,400,000
0.45%
The same as above
(Concluded)
Issuance
Tranche
Issuance Period
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
US$ unsecured
bonds
109-1
-
September 2020
to September
2060
US$ 1,000,000 2.70%
Bullet repayment
(callable on the 5th
anniversary of the
issue date and every
anniversary
thereafter); interest
payable annually
The major terms of overseas unsecured bonds are as follows:
Issuance Period
Total Amount (US$
in Thousands)
Coupon Rate
Repayment and Interest Payment
September 2020
to September
2025
September 2020
to September
2027
September 2020
to September
2030
US$
1,000,000
0.75%
Bullet repayment (callable at any time, in
whole or in part, at the relevant redemption
price according to relevant agreements);
interest payable semi-annually
750,000
1.00%
The same as above
1,250,000
1.375%
The same as above
- 44 -
- 44 -
19. LONG-TERM BANK LOANS
Unsecured loans
Less: Discounts on government grants
Loan content
Annual interest rate
Maturity date
December 31,
2020
$ 2,000,000
(32,389)
$ 1,967,611
0.4%
Due by
September
2025
The long-term bank loans of the Company are with preferential interest rates subsidized by the government,
and the loan proceeds are used to fund qualifying capital expenditure.
20. 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$2,809,484 thousand and NT$2,609,733 thousand for the years ended December 31, 2020
and 2019, 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)
- 45 -
- 43 -
Years Ended December 31
2020
2019
$
$
123,311
81,604
204,915
135,645
123,951
259,596
(139,212)
(124,344)
(Continued)
Years Ended December 31
2020
2019
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
$
494,051
$
(438,009)
-
3,161,910
(233,239)
541,697
comprehensive income
3,516,749
(253,895)
Total
$ 3,721,664
$
5,701
(Concluded)
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
2020
2019
$ 126,274
57,306
18,248
3,087
$ 157,845
72,686
25,063
4,002
$ 204,915
$ 259,596
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2020
December 31,
2019
Present value of defined benefit obligation
Fair value of plan assets
$ 16,980,277
(5,066,203)
$ 13,484,090
(4,301,594)
Net defined benefit liability
$ 11,914,074
$ 9,182,496
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
2020
2019
$ 13,484,090
123,311
118,808
$ 13,662,684
135,645
175,401
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
494,051
(438,009)
-
3,161,910
(398,986)
(2,907)
(233,239)
541,697
(344,131)
(15,958)
Balance, end of year
$ 16,980,277
$ 13,484,090
- 46 -
- 44 -
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2020
2019
$ 4,301,594
37,204
$ 4,011,279
51,450
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
139,212
987,179
(398,986)
124,344
458,652
(344,131)
Balance, end of year
$ 5,066,203
$ 4,301,594
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,
2020
December 31,
2019
$
632,769
2,926,745
1,506,689
$
713,204
2,313,828
1,274,562
$ 5,066,203
$ 4,301,594
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,
2020
December 31,
2019
0.40%
3.00%(Note)
0.90%
3.00%
Note: The Company has an additional 20 percent pay raise in 2021.
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% (and not below 0.0%) in the discount rate and all other assumptions were held
constant, the present value of the defined benefit obligation would increase by NT$694,732
thousand and NT$724,963 thousand as of December 31, 2020 and 2019, respectively.
- 47 -
- 47 -
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$835,964 thousand and NT$706,502 thousand as of December 31, 2020 and 2019,
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$229,934 thousand to the defined benefit plans in
the next year starting from December 31, 2020. The weighted average duration of the defined benefit
obligation is 9 years.
21. GUARANTEE DEPOSITS
Capacity guarantee
Others
Current portion (classified under accrued expenses and other current
liabilities)
Noncurrent portion
December 31,
2020
December 31,
2019
$
-
349,999
$ 1,499,400
230,481
$
349,999
$ 1,729,881
$
84,400
265,599
$ 1,552,977
176,904
$
349,999
$ 1,729,881
Some of guarantee deposits were refunded to customers by offsetting related accounts receivable.
22. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2020
December 31,
2019
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.
- 48 -
- 48 -
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock
options.
As of December 31, 2020, 1,064,364 thousand ADSs of TSMC were traded on the NYSE. The number
of common shares represented by the ADSs was 5,321,819 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,
2020
December 31,
2019
$ 24,184,939
22,804,510
8,892,847
121,843
302,526
40,578
$ 24,184,939
22,804,510
8,892,847
121,843
302,234
33,336
$ 56,347,243
$ 56,339,709
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, 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
- 49 -
- 47 -
stockholders’ equity, any special reserve appropriated may be reversed to the extent that the net debit
balance reverses.
The appropriations of 2020 and 2019 quarterly earnings have been approved by TSMC’s Board of
Directors in its meeting, respectively. The appropriations and cash dividends per share were as follows:
Resolution Date of TSMC’s
Board of Directors in its
meeting
of 2020
February 9,
2021
of 2020
of 2020
November 10, August 11,
2020
2020
of 2020
May 12,
2020
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 12,420,727
$ 64,825,951
2.5
$
$ 5,501,351 $ 11,884,457 $ (2,694,841)
$ 64,825,951 $ 64,825,951 $ 64,825,951
2.5
$
2.5 $
2.5 $
Resolution Date of TSMC’s
Board of Directors in its
meeting
Fourth Quarter Third Quarter
Second Quarter First Quarter
of 2019
February 11,
2020
of 2019
November 12,
2019
of 2019
August 13,
2019
of 2019
June 5,
2019
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 16,893,073
$ 64,825,951
2.5
$
3,289,166
$
$ 64,825,951
2.5
$
(3,338,190) $
$
$ 64,825,951
2.5
$
(4,723,939)
$ 51,860,761
2.0
$
The special capital reserve for 2020 is to be presented for approval in the TSMC’s shareholders’ meeting
to be held on June 8, 2021 (expected).
The appropriation of 2018 earnings has been approved by TSMC’s shareholders in its meeting held on
June 5, 2019. The appropriation and cash dividends per share were as follows:
Legal capital reserve
Special capital reserve
Cash dividends to shareholders
d. Others
Changes in others were as follows:
Appropriation
of Earnings
Cash Dividends
Per Share
(NT$)
$ 35,113,088
$ (11,459,458)
$ 207,443,044
$
8.0
Year Ended December 31, 2020
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
$ (26,871,400 ) $
(692,959 ) $
(3,820 ) $
(190 ) $ (27,568,369 )
foreign operations
(29,846,818 )
-
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
-
-
-
423,212
3,907,022
108,687
-
-
-
-
-
(29,846,818 )
-
-
-
423,212
3,907,022
108,687
(Continued)
- 50 -
- 48 -
Year Ended December 31, 2020
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
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
-
-
-
-
$
(1,439,420 )
$
(891 )
$
-
-
-
-
24,085
(20,265 )
(283,409 )
15,450
-
-
-
653
-
-
-
-
-
-
-
-
-
190
-
$
(1,439,420 )
(891 )
24,085
(20,265 )
(267,959 )
190
653
Balance, end of year
$ (57,001,627 ) $ 2,321,754
$
$
-
$ (54,679,873 )
(Concluded)
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 )
-
-
-
-
-
-
-
-
-
334,537
3,097,329
(162,118 )
(537,835 )
6,879
4,598
(109,592 )
82,276
(152,098 )
1,653
9,476
-
-
-
-
-
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 )
The aforementioned other equity includes the changes in other equities of TSMC and TSMC’s share of
its subsidiaries and associates.
- 51 -
- 51 -
23. 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
2020
2019
$ 1,178,456,273 $ 927,317,351
142,668,097
160,798,538
$ 1,339,254,811 $ 1,069,985,448
Years Ended December 31
2020
2019
$ 129,082,884 $
817,910,976
233,783,358
70,213,432
63,299,176
24,964,985
84,255,256
634,713,043
208,101,401
67,568,157
57,468,605
17,878,986
$ 1,339,254,811 $ 1,069,985,448
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
5-nanometer
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
(cid:3)
Wafer revenue
Years Ended December 31
2020
2019
$ 645,303,613 $ 523,612,863
315,822,311
86,342,707
47,914,518
53,733,395
42,559,654
439,809,984
110,355,188
44,367,562
54,555,665
44,862,799
$ 1,339,254,811 $ 1,069,985,448
Years Ended December 31
2020
2019
$
8,450,865
3,403,151
90,934,485 $
-
394,836,964 249,548,139
23,266,355
197,959,003 186,700,858
9,535,831
149,367,729 149,578,719
103,176,542
93,366,285
61,226,671
69,250,008
29,380,358
25,624,251
33,197,137
22,947,287
86,008,475
77,564,492
20,514,893
19,935,126
$ 1,178,456,273 $ 927,317,351
- 52 -
- 52 -
b. Contract balances
December 31,
2020
December 31,
2019
January 1,
2019
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 13,775,088
$ 6,784,323
$ 4,684,024
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$4,737,915 thousand and NT$3,876,603 thousand for the years ended December 31, 2020 and 2019,
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$40,453,153 thousand and
NT$36,211,421 thousand for the years ended December 31, 2020 and 2019, respectively. As of
December 31, 2020 and 2019, the aforementioned refund liabilities amounted to NT$33,194,765
thousand and NT$19,620,159 thousand (classified under accrued expenses and other current liabilities),
respectively.
24. INTEREST INCOME
Interest income
Bank deposits
Financial assets at FVTPL
Financial assets at FVTOCI
Financial assets at amortized cost
25. FINANCE COSTS
Interest expense
Corporate bonds
Bank loans
Lease liabilities
Others
Years Ended December 31
2020
2019
$ 5,139,149
2,522
3,121,856
754,873
$ 11,454,032
339,480
3,476,192
919,670
$ 9,018,400
$ 16,189,374
Years Ended December 31
2020
2019
$ 1,337,347
500,875
227,752
15,481
$ 1,139,935
1,869,335
240,927
650
$ 2,081,455
$ 3,250,847
- 53 -
- 53 -
26. OTHER GAINS AND LOSSES, NET
Gain on disposal of financial assets, net
Investments in debt instruments at FVTOCI
Loss on disposal of subsidiaries
Gain (loss) on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
Gain 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, net
Years Ended December 31
2020
2019
$ 1,439,420
-
$
537,835
(4,598)
8,244,491
-
(2,360,699)
13,091
891
(4,563)
426,171
(6,879)
5,165
665,070
$ 10,106,410
$ (1,151,015)
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
Years Ended December 31
2020
2019
$ 72,705,385
38,701
150,204
72,894,290
$ 45,411,178
196,882
(41,465)
45,566,595
Deferred income tax benefit
The origination and reversal of temporary differences
(6,275,192)
(1,065,068)
Income tax expense recognized in profit or loss
$ 66,619,098
$ 44,501,527
A reconciliation of income before income tax and income tax expense recognized in profit or loss was
as follows:
Years Ended December 31
2020
2019
Income before tax
$ 584,777,180
$ 389,845,336
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
$ 118,837,423
$ 79,053,188
1,009,758
(65,988,096)
18,872,837
-
(4,180,168)
(39,808,121)
10,367,916
5,903,794
(Continued)
- 54 -
- 54 -
Years Ended December 31
2020
2019
The origination and reversal of temporary differences
Income tax credits
$
(6,275,192) $
(26,537)
Income tax adjustments on prior years
Other income tax adjustments
66,430,193
38,701
150,204
(1,065,068)
(5,925,431)
44,346,110
196,882
(41,465)
Income tax expense recognized in profit or loss
$ 66,619,098
$ 44,501,527
(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.
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
Years Ended December 31
2020
2019
$ 422,010
$ (30,468)
653
9,476
$ 422,663
$ (20,992)
c. Deferred income tax balance
The analysis of deferred income tax assets and liabilities was as follows:
December 31,
2020
December 31,
2019
$ 19,354,383
3,755,131
1,341,960
858,463
330,340
66,393
251,514
$ 13,547,220
2,150,352
1,016,248
469,430
323,093
65,740
356,275
$ 25,958,184
$ 17,928,358
(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
- 55 -
- 55 -
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
December 31,
December 31,
2020
2019
$
(866,495) $
(863,446)
(333,606)
(10,787)
$ (1,729,941) $
(344,393)
(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
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, 2020
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
$
$ 13,547,220
2,150,352
1,016,248
469,430
323,093
65,740
356,275
$
$
5,823,956
1,606,140
(96,298 )
391,095
27,437
-
(91,590 )
-
-
422,010
-
-
653
-
(16,793 )
(1,361 )
-
(2,062 )
(20,190 )
$ 19,354,383
3,755,131
1,341,960
858,463
330,340
-
(13,171 )
66,393
251,514
$ 17,928,358
$
7,660,740
$
422,663
$
(53,577 )
$ 25,958,184
$
(333,606 )
(10,787 )
$
(532,889 )
(852,659 )
$
$
(344,393 )
$
(1,385,548 )
$
-
-
-
$
$
-
-
-
$
(866,495 )
(863,446 )
$
(1,729,941 )
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 )
- 56 -
- 56 -
d. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2020 and 2019, the aggregate deductible temporary differences for which no
deferred income tax assets have been recognized amounted to NT$55,521,034 thousand and
NT$33,445,504 thousand, respectively.
e. Unused tax-exemption information
As of December 31, 2020, 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, 2020 and 2019, the aggregate taxable temporary differences associated with
investments
to
income
NT$152,827,360 thousand and NT$131,085,673 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 2018. 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
2020
2019
$ 19.97
$ 19.97
$ 13.32
$ 13.32
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2020
Basic/Diluted EPS
Net income available to common shareholders
of the parent
$ 517,885,387
25,930,380
$ 19.97
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
- 57 -
- 57 -
29. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
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
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
c. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Other employee benefits
Years Ended December 31
2020
2019
$ 299,311,405 $ 256,530,964
24,856,701
24,167
25,191,358
35,680
$ 324,538,443 $ 281,411,832
$
4,837,728 $
2,348,520
3,069,901
2,402,508
$
7,186,248 $
5,472,409
$
2,809,484 $
204,915
3,014,399
2,609,733
259,596
2,869,329
137,803,038 107,115,281
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 140, 817,437 $ 109,984,610
$ 83,098,994 $ 64,701,955
45,282,655
57,718,443
$ 140,817,437 $ 109,984,610
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; 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. Accrued profit sharing bonus to employees is illustrated below:
Profit sharing bonus to employees
$ 34,753,184
$ 23,165,745
Years Ended December 31
2020
2019
- 58 -
- 58 -
TSMC’s profit sharing bonus to employees and compensation to directors for 2020, 2019 and 2018 had
been approved by the Board of Directors of TSMC, as illustrated below:
Years Ended December 31
2019
2018
2020
Resolution Date of TSMC’s Board of
February 9, February 11, February 19,
Directors in its meeting
2021
2020
2019
Profit sharing bonus to employees
Compensation to directors
$ 34,753,184
$
509,753
$ 23,165,745
$
360,404
$ 23,570,040
349,272
$
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2020, 2019 and 2018, 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
2020
2019
Additions of financial assets at FVTOCI
Conversion of convertible bonds into equity securities
Changes in accrued expenses and other current liabilities
$ 268,653,527 $ 257,824,493
-
(266,253)
(120,548)
(5,895,483)
Payments for acquisition of financial assets at FVTOCI
$ 262,637,496 $ 257,558,240
Disposal of financial assets at FVTOCI
Changes in other financial assets
$ 269,011,852 $ 229,525,134
919,352
(2,079,936)
Proceeds from disposal of financial assets at FVTOCI
$ 266,931,916 $ 230,444,486
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
$ 525,720,748 $ 564,283,073
472,504
(3,287,138)
(19,085,925) (100,964,013)
(82,276)
584,782
(1,148)
20,265
Payments for acquisition of property, plant and equipment
$ 507,238,722 $ 460,422,150
Additions of intangible assets
Changes in other financial assets
Changes in account payable
Changes in accrued expenses and other current liabilities
$ 12,559,467 $
10,457
191,429
(3,218,966)
9,237,698
22,236
69,935
-
Payments for acquisition of intangible assets
$
9,542,387 $
9,329,869
- 59 -
- 59 -
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1,
2020
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2020
Non-cash changes
Short-term loans
Bonds payable
Long-term bank loans
Lease liabilities
Guarantee deposits
$ 118,522,290 $ (31,571,567 ) $
56,900,000 204,534,945
2,000,000
(2,819,733 )
129,573
-
17,316,917
1,729,881
1,608,303 $
(4,758,550 )
-
(78,493 )
1,795
- $
-
-
7,742,231
-
- $ 88,559,026
28,689 256,705,084
1,967,611
(32,389 )
22,388,674
227,752
349,999
(1,511,250 )
Total
$ 194,469,088 $ 172,273,218 $
(3,226,945 ) $
7,742,231 $
(1,287,198 ) $ 369,970,394
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
Bonds payable
Lease liabilities
Guarantee deposits
$ 88,754,640 $ 31,804,302 $
(34,900,000 )
(3,174,032 )
(639,066 )
91,800,000
19,903,615
10,189,045
(2,036,652 ) $
-
(73,290 )
4,474
- $
-
419,697
-
- $ 118,522,290
56,900,000
-
17,316,917
240,927
1,729,881
(7,824,572 )
Total
$ 210,647,300 $
(6,908,796 ) $
(2,105,468 ) $
419,697 $
(7,583,645 ) $ 194,469,088
Note: Other changes include amortization of bonds payable, amortization of long-term bank loan interest subsidy, financial
cost of lease liabilities and guarantee deposits refunded to customers by offsetting related accounts receivable.
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)
Note 1: Financial assets mandatorily measured at FVTPL.
- 60 -
- 58 -
December 31,
2020
December 31,
2019
$
2,259,412
129,918,694
47
826,293,705
$
326,839
134,776,779
25,884
612,740,640
$ 958,471,858
$ 747,870,142
$
94,128
1,169
748,129,332
$
982,349
1,798
533,581,640
$ 748,224,629
$ 534,565,787
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, long-term bank loans and guarantee deposits.
b. Financial risk management objectives
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 Company 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. These hedges reduce, but do not entirely eliminate, 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, 2020 and 2019, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$897,722 thousand and NT$2,137,338 thousand,
respectively, and decreased its other comprehensive income NT$107,690 thousand for the year ended
December 31, 2019, 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 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 the interest paid on its debt.
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, which are classified as financial assets at FVTOCI, and may have
their fair value adversely affected due to a rise in interest rates. At the same time, if interest rate fall, cash
- 61 -
- 59 -
and cash equivalents as well as floating-rate securities may generate less interest income than expected.
The Company has entered and may in the future enter 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 movements in interest rates.
Based on a sensitivity analysis performed on the Company’s fixed income investments at the end of the
reporting period, interest rates increase of 100 basis points (1.00%) across all maturities would have
decreased the fair value by NT$3,143,569 thousand and NT$3,517,424 thousand for the years ended
December 31, 2020 and 2019, respectively. The decreases were composed of NT$3,143,569 thousand
decrease and NT$3,516,604 thousand decrease in other comprehensive income for the years ended
December 31, 2020 and 2019, respectively, and NT$820 thousand decrease in net income for the year
ended December 31, 2019.
The majority of the Company’s short-term debt is floating-rate, hence a rise in interest rates may result
in higher interest expense than predicted. The majority of the Company’s long-term debt is fixed-rate and
measured at amortized cost and as such, changes in interest rates would not affect the future cash flows
and the carrying amount.
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, 2020 and 2019, the other comprehensive income would have
decreased by NT$446,470 thousand and NT$401,879 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 accounts receivable, 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 accounts receivable are from its customers worldwide. The majority of the Company’s
outstanding accounts receivable are not covered by collaterals or guarantees. While the Company has
procedures to monitor and manage credit risk exposure on accounts receivable, 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, 2020 and 2019, 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 objective of the Company’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
- 62 -
- 60 -
investment grade and limits the amount of credit exposure to any one issuer. The Company assesses
whether there has been a significant increase in credit risk in the invested securities(cid:289) since initial
recognition by reviewing changes in external credit ratings, financial market conditions and material
information of the 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 is investment grade on
12 months expected credit
0-0.1%
Doubtful
Credit rating is non-investment grade
Lifetime expected credit
valuation date
loss
In default
Credit rating is CC or below on
on valuation date
Write-off
valuation date
There is evidence indicating that the
debtor is in severe financial
difficulty and the Company has no
realistic prospect of recovery
loss-not credit impaired
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the years ended December 31, 2020 and 2019, the expected credit loss increases NT$1,054 thousand
and NT$655 thousand, respectively. The changes are mainly due to investment portfolio adjustment and
changes in credit rating of investment securities.
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 equivalents, fixed income investments at FVTPL, financial assets at FVTOCI-
current, financial assets at amortized cost-current and sufficient cost-efficient funding.
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, 2020
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
$ 88,557,526
$
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
41,095,002
157,804,961
$
-
-
-
$
-
-
-
-
-
-
liabilities
Bonds payable
Long-term bank loans
71,995,747
5,327,971
8,000
-
27,631,589
847,389
-
59,986,812
1,170,944
-
207,152,135
-
$ 88,557,526
41,095,002
157,804,961
71,995,747
300,098,507
2,026,333
(Continued)
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- 61 -
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
Lease liabilities (including those
classified under accrued expenses
and other current liabilities)
$
2,024,212
$
3,566,719
$
3,198,845
$ 15,067,857
$ 23,857,633
Guarantee deposits (including those
classified under accrued expenses
and other current liabilities)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
December 31, 2019
Non-derivative financial liabilities
84,400
366,897,819
113,520
32,159,217
151,746
64,508,347
333
222,220,325
349,999
685,785,708
177,764,155
(181,457,960 )
(3,693,805 )
-
-
-
-
-
-
-
-
-
177,764,155
(181,457,960 )
(3,693,805 )
$ 363,204,014
$ 32,159,217
$ 64,508,347
$ 222,220,325
$ 682,091,903
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)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
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
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)
Information about the maturity analysis for lease liabilities more than 5 years:
5-10 Years
10-15 Years
15-20 Years
More Than
20 Years
Total
December 31, 2020
Lease liabilities
$ 7,401,969
$ 5,253,877
$ 2,255,185
$
156,826
$ 15,067,857
December 31, 2019
Lease liabilities
$ 5,581,116
$ 3,691,272
$ 1,600,962
$
74,380
$ 10,947,730
- 64 -
- 64 -
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:
(cid:121) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
(cid:121) 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
(cid:121) 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.
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, 2020
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in debt instruments
Corporate bonds
Agency bonds/Agency
mortgage-backed securities
Government bonds
Asset-backed securities
Investments in equity instruments
Non-publicly traded equity
investments
Publicly traded stocks
Notes and accounts receivable, net
Hedging financial assets
Fair value hedges
$
-
$ 2,259,412
$
-
$ 2,259,412
$
-
$ 56,593,623
$
-
13,279,154
-
43,977,113
180,349
8,368,264
-
-
-
-
$ 56,593,623
43,977,113
13,459,503
8,368,264
-
49,950
-
-
-
2,955,301
4,514,940
-
-
4,514,940
49,950
2,955,301
$ 13,329,104
$ 112,074,650
$ 4,514,940
$ 129,918,694
Interest rate futures contracts
$
47
$
-
$
-
$
47
(Continued)
- 65 -
- 65 -
Level 1
Level 2
Level 3
Total
December 31, 2020
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
94,128
$
-
$
94,128
Hedging financial liabilities
Fair value hedges
Interest rate futures contracts
$
1,169
$
-
$
-
$
1,169
(Concluded)
The transfer from Level 2 to Level 1 is because quoted prices (unadjusted) in active markets
became available for such equity investment.
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 -
- 66 -
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, 2020 and 2019 were as follows:
Years Ended December 31
2020
2019
Balance, beginning of year
Additions
Recognized in profit or loss
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
$ 4,208,900
175,202
(3,821)
409,014
(51,060)
-
(223,295)
$ 3,910,681
372,315
-
129,497
(76,532)
(43,610)
(83,451)
Balance, end of year
$ 4,514,940
$ 4,208,900
Note: The transfer from Level 3 to Level 2 is because observable market data became available for
such equity investment.
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
(cid:121) The fair values of corporate bonds, agency bonds, agency mortgage-backed securities,
asset-backed securities, government bonds and non-publicly traded equity investments - equity
investments trading on the Emerging Stock Board are determined by quoted market prices
provided by third party pricing services.
(cid:121) Forward exchange contracts are measured using forward exchange rates and discount rates
derived from quoted market prices.
(cid:121) The fair value of accounts receivable classified as at FVTOCI is 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 (excluding those trading on the Emerging
Stock Board) 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. On December 31, 2020 and 2019, 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$39,006 thousand and NT34,843 thousand if discounts for lack of marketability
increase by 1%.
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.
- 67 -
- 67 -
3) Fair value of financial instruments that are not measured at fair value
Except as detailed in the following table, the Company considers that the carrying amounts of
financial instruments in the consolidated financial statements that are not measured at fair value
approximate their fair values.
Fair value hierarchy
The table below sets out the fair value hierarchy for the Company’s financial 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
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2020
Carrying
Amount
Level 2
Fair Value
$ 10,970,199
$ 11,053,550
$ 256,705,084
$ 257,551,196
December 31, 2019
Carrying
Amount
Level 2
Fair Value
$ 7,648,798
$ 7,718,731
$ 56,900,000
$ 57,739,115
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of corporate bonds and the Company’s bonds payable are determined by quoted
market prices provided by third party pricing services.
- 68 -
- 68 -
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 in this note. The
following is a summary of significant transactions between the Company and other related parties:
a. Related party name and categories
Related Party Name
Related Party Categories
GUC
VIS
SSMC
Xintec
TSMC Education and Culture Foundation
TSMC Charity Foundation
Associates
Associates
Associates
Associates
Other related parties
Other related parties
b. Net revenue
Years Ended December 31
2020
2019
Item
Related Party Categories
Net revenue from sale of goods Associates
$ 8,129,764
$ 6,253,895
Net revenue from royalties
Associates
$
195,111
$
183,583
c. Purchases
Related Party Categories
Associates
d. Receivables from related parties
Years Ended December 31
2020
2019
$ 7,606,421
$ 6,301,417
December 31,
2020
December 31,
2019
Item
Related Party Name/Categories
Receivables from related
parties
GUC
Xintec
Other receivables from related SSMC
parties
VIS
Other associates
$ 370,643
187,488
$ 741,898
120,172
$ 558,131
$ 862,070
$ 45,291
4,311
1,043
$ 46,506
3,920
1,227
$ 50,645
$ 51,653
- 69 -
- 69 -
e. Payables to related parties
Item
Related Party Name/Categories
December 31,
2020
December 31,
2019
Payables to related parties
Xintec
SSMC
VIS
Other associates
f. Others
$
$ 1,358,624
400,819
311,406
36,869
736,860
487,944
153,977
56,119
$ 2,107,718
$ 1,434,900
Years Ended December 31
2020
2019
Item
Related Party Categories
Manufacturing expenses
Associates
$ 5,439,978
$ 2,822,989
Research and development
Associates
$
256,496
$
163,425
expenses
General and administrative
Other related parties
$
120,000
$
120,000
expenses
The sales prices and payment terms to related parties were not significantly different from those of sales
to third parties. For other related party transactions, price and terms were determined in accordance with
mutual agreements.
The Company leased factory and office from associates. The lease terms and prices were both
determined in accordance with mutual agreements. The rental expenses were paid to associates
monthly; the related expenses were both classified under manufacturing expenses.
g. Compensation of key management personnel
The compensation to directors and other key management personnel were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2020
2019
$ 2,666,696
2,334
$ 1,922,191
2,686
$ 2,669,030
$ 1,924,877
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.
- 70 -
- 70 -
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, 2020 and 2019, the aforementioned other financial assets
amounted to NT$135,375 thousand and NT$114,467 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, 2020,
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, 2020.
c. On September 28, 2017, TSMC was contacted by the European Commission (the “Commission”),
which asked us for information and documents concerning alleged anti-competitive practices in relation
to semiconductor sales. We cooperated continuously with the Commission to provide the requested
information and documents. The Commission subsequently decided to close the investigation in May
2020.
d. TSMC entered into long-term purchase agreements of materials and supplies with multiple suppliers.
The relative minimum purchase quantity and price are specified in the agreements.
e. TSMC entered into a long-term purchase agreement of equipment. The relative purchase quantity and
price are specified in the agreement.
f. TSMC entered into long-term energy purchase agreements with multiple suppliers. The relative
purchase period, quantity and price are specified in the agreements.
g. Amounts available under unused letters of credit as of December 31, 2020 and 2019 were NT$56,194
thousand and NT$59,976 thousand, respectively.
- 71 -
- 71 -
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, 2020
Financial assets
Monetary items
USD
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2019
Financial assets
Monetary items
USD
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
$
6,984,545
785,171
13,820
83,593,234
28.097
34.587
0.2729
6.540(Note 2)
$ 196,244,748
22,060,962
478,002
22,812,594
6,966,889
4,150,215
105,112,663
28.097
34.587
0.2729
195,748,671
143,543,499
28,685,246
$
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
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, 2020 and 2019, 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.
- 72 -
- 72 -
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.
38. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for TSMC:
a. Financings provided: See Table 1 attached;
b. Endorsement/guarantee provided: See Table 2 attached;
c. Marketable securities held (excluding investments in subsidiaries and associates): 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: 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: 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:
See Table 6 attached;
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
See Table 7 attached;
i.
Information about the derivative financial instruments transaction: See Notes 7 and 10;
j. Others: The business relationship between the parent and the subsidiaries and significant transactions
between them: 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): 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: 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: See Table 8 attached.
- 73 -
- 73 -
m. Information of major shareholder
List of all shareholders with ownership of 5 percent or greater showing the names and the number of
shares and percentage of ownership held by each shareholder: See Table 11 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.
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,
2020
December 31,
2019
$1,569,080,378 $1,344,352,664
8,850,099
38,586,614
186,238
27,074
3,064
9,455,505
34,456,406
174,169
327,250
2,996
$1,613,496,704 $1,392,005,753
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
2020
2019
Amount
%
Amount
%
Customer A
Customer B
$ 336,775,511
167,390,758
25
12
$ 247,213,291
152,876,885
23
14
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- 110 -
Taiwan Semiconductor Manufacturing
Company Limited
Parent Company Only Financial Statements for the
Years Ended December 31, 2020 and 2019 and
Independent Auditors’ Report
- 111 -
- 112 -
- 113 -
- 114 -
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,
2020 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.
- 115 -
- 115 -
- 116 -
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)
Hedging financial assets (Note 8)
Notes and accounts receivable, net (Note 9)
Receivables from related parties (Note 30)
Other receivables from related parties (Note 30)
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 (Note 11)
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 24)
Refundable deposits
Other noncurrent assets
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 15 and 27)
Financial liabilities at fair value through profit or loss (Note 7)
Hedging financial liabilities (Note 8)
Accounts payable
Payables to related parties (Note 30)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors (Note 26)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 19)
Income tax payable (Notes 5 and 24)
Long-term liabilities - current portion (Notes 16 and 27)
Accrued expenses and other current liabilities (Notes 5, 13, 18, 20, 27 and 30)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 16 and 27)
Deferred income tax liabilities (Notes 5 and 24)
Lease liabilities (Notes 5, 13 and 27)
Net defined benefit liability (Note 17)
Guarantee deposits (Notes 18 and 27)
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.
- 117 -
- 117 -
December 31, 2020
Amount
%
December 31, 2019
Amount
%
$ 303,165,717
2,125,825
-
34,611,115
101,781,174
1,714,334
130,298,036
1,425,594
5,827,453
11
-
-
1
4
-
5
-
-
$ 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
-
-
580,949,248
21
355,118,125
16
834,830
564,597,508
1,511,784,556
25,184,827
21,733,597
24,678,225
1,249,552
2,492,770
-
21
55
1
1
1
-
-
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
-
-
2,152,555,865
79
1,920,357,947
84
$ 2,733,505,113
100
$ 2,275,476,072
100
$ 175,659,726
93,153
-
36,238,637
7,017,623
17,478,038
35,262,937
156,342,457
129,651,902
53,297,025
2,600,000
66,888,237
7
-
-
1
-
1
1
6
5
2
-
2
$ 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
680,529,735
25
605,540,547
27
170,450,745
1,716,367
18,480,111
11,914,074
259,073
497,752
203,318,122
6
-
1
1
-
-
8
25,100,000
333,606
13,300,263
9,182,496
170,446
438,590
48,525,401
1
-
1
-
-
-
2
883,847,857
33
654,065,948
29
259,303,805
56,347,243
9
2
259,303,805
56,339,709
11
2
311,146,899
42,259,146
1,235,280,036
1,588,686,081
11
2
45
58
311,146,899
10,675,106
1,011,512,974
1,333,334,979
(54,679,873)
(2)
(27,568,369)
14
-
45
59
(1)
1,849,657,256
67
1,621,410,124
71
$ 2,733,505,113
100
$ 2,275,476,072
100
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2020
2019
Amount
%
Amount
%
NET REVENUE (Notes 5, 20 and 30)
$1,314,793,013 100
$1,059,646,793 100
COST OF REVENUE (Notes 5, 10, 26, 30 and 33)
632,772,608 48
579,507,047 55
GROSS PROFIT BEFORE REALIZED
(UNREALIZED) GROSS PROFIT ON SALES TO
SUBSIDIARIES AND ASSOCIATES
REALIZED (UNREALIZED) GROSS PROFIT ON
682,020,405 52
480,139,746 45
SALES TO SUBSIDIARIES AND ASSOCIATES
(16,382)
-
3,395
-
GROSS PROFIT
682,004,023 52
480,143,141 45
OPERATING EXPENSES (Notes 5, 26, and 30)
Research and development
General and administrative
Marketing
108,613,789
26,312,285
4,359,436
8
2
1
90,482,815
20,353,327
3,231,777
8
2
-
Total operating expenses
139,285,510 11
114,067,919 10
OTHER OPERATING INCOME AND EXPENSES,
NET (Notes 12, 13 and 26)
746,994
-
(151,230)
-
INCOME FROM OPERATIONS
543,465,507 41
365,923,992 35
NON-OPERATING INCOME AND EXPENSES
Share of profits of subsidiaries and associates (Note
11)
Interest income (Note 21)
Other income
Foreign exchange gain (loss), net (Note 32)
Finance costs (Note 22)
Other gains and losses, net (Note 23)
34,902,194
951,877
209,885
(1,759,386)
(1,766,297)
6,615,162
Total non-operating income and expenses
39,153,435
3
-
-
-
-
-
3
22,906,788
2,002,877
177,374
1,994,370
(3,191,609)
(1,068,573)
22,821,227
2
-
-
-
-
-
2
INCOME BEFORE INCOME TAX
582,618,942 44
388,745,219 37
INCOME TAX EXPENSE (Notes 5 and 24)
64,733,555
5
43,481,551
4
NET INCOME
517,885,387 39
345,263,668 33
(Continued)
- 118 -
- 118 -
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, 11, 17, 19 and 24)
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 gain 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
2020
2019
Amount
%
Amount
%
$
(3,516,749)
-
$
253,895
-
(41,995)
24,085
453,603
422,663
(2,658,393)
-
-
-
-
-
121,740
(109,592)
194,524
(20,992)
439,575
-
-
-
-
-
foreign operations
(29,853,603)
(2)
(14,698,117)
(2)
Share of other comprehensive gain of subsidiaries
and associates
2,190,087
(27,663,516)
-
(2)
2,435,334
(12,262,783)
-
(2)
Other comprehensive loss for the year, net of
income tax
(30,321,909)
(2)
(11,823,208)
(2)
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$ 487,563,478 37
$ 333,440,460 31
EARNINGS PER SHARE (NT$, Note 25)
Basic earnings per share
Diluted earnings per share
$
$
19.97
19.97
$
$
13.32
13.32
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 119 -
- 119 -
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Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
-
0
2
1
-
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Finance costs
Share of profits of subsidiaries and associates
Interest income
Loss (gain) on disposal or retirement of property, plant and
equipment, net
Gain on disposal of intangible assets, net
Reversal of impairment loss on property, plant and 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 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
2020
2019
$ 582,618,942
$ 388,745,219
313,379,686
7,047,694
1,766,297
(34,902,194)
(951,877)
267,464,543
5,338,886
3,191,609
(22,906,788)
(2,002,877)
(266,581)
(7,960)
-
582,289
(6,183)
(301,384)
(8,289)
18,291
-
(15,200)
16,382
(7,747,615)
(186,854)
(2,574)
(3,395)
(6,289,978)
(177,374)
(2,555)
(2,973,199)
13,002,568
(19,586,673)
(684,360)
(54,034,185)
(1,091,188)
(1,174,789)
400,931
1,300,988
3,262,877
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
11,736,788
19,228,140
(393,163)
(3,618,263)
(215,014)
829,357,784 644,475,665
(51,043,594)
(49,747,636)
(785,171)
Net cash generated by operating activities
779,610,148
593,432,071
(Continued)
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Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2020
2019
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Equity interest in subsidiary
Property, plant and equipment
Intangible assets
Proceeds from disposal or redemption of:
Financial assets at fair value through other comprehensive income
Property, plant and equipment
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
Increase in prepayments for leases
Refundable deposits paid
Refundable deposits refunded
(937,679) $
$
-
(494,310,468) (450,287,869)
(9,252,712)
(9,482,909)
-
1,070,855
-
285
19,786
958,590
186,854
775,282
1,118,338
2,300,000
1,107
(93,536)
2,016,735
177,374
2,752,043
(4,687,970)
(667,219)
1,427,743
2,225,194
-
(1,447,188)
1,007,262
Net cash used in investing activities
(503,670,089) (451,460,013)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Proceeds from short-term bills payable
Repayments of short-term bills payable
Proceeds from issuance of bonds
Repayment of bonds
Payments for transaction costs attributable to the issuance 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
149,085,000
31,944,333
7,485,303
(7,500,000)
59,615,602
-
-
-
(34,900,000)
-
(2,630,308)
(3,536,180)
23,063
(4,061)
(259,303,805) (259,303,805)
(10,602)
18,500
3,906
(31,800,000)
(155,818)
(2,168,114)
(1,729,192)
144,364
(13,695)
(220,480)
-
7,064
Net cash used in financing activities
(114,225,040) (240,723,885)
(Continued)
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Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
$ 161,715,019
$ (98,751,827)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
141,450,698
240,202,525
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 303,165,717
$ 141,450,698
2020
2019
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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Taiwan Semiconductor Manufacturing Company Limited
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(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 9, 2021.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS
a. Initial application of the amendments to 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)
The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did
not have a significant effect on the Company’s accounting policies.
b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers
for application starting from 2021 and the IFRSs issued by International Accounting Standards Board
(IASB) and endorsed by the FSC with effective date starting 2021
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 “Interest Rate
January 1, 2021
Benchmark Reform - Phase 2”
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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
Annual Improvements to IFRS Standards 2018–2020
Amendments to IFRS 3 “Reference to the Conceptual Framework”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
January 1, 2022
January 1, 2022
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, 2023
current”
Amendments to IAS 16 “Property, Plant and Equipment(cid:289) (cid:302)(cid:289) Proceeds
January 1, 2022
before Intended Use”
Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a
January 1, 2022
Contract”
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 and related applicable period.
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
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currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange
differences arising on the retranslation of non-monetary items are included in profit or loss for the year except
for exchange differences arising on the retranslation of non-monetary items in respect of which gains and
losses are recognized directly in other comprehensive income, in which case, the exchange differences are
also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of
historical cost in foreign currencies are not retranslated.
For the purposes of presenting parent company only financial statements, the assets and liabilities of the
Company’s foreign operations are translated into NT$ using exchange rates prevailing at the end of each
reporting period. Income and expense items are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in
equity.
Classification of Current and Noncurrent Assets and Liabilities
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or
consumed within one year from the end of the reporting period. Current liabilities are obligations incurred
for trading purposes and obligations expected to be settled within one year from the end of the reporting
period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities, respectively.
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
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remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss
incorporates any interest earned on the financial asset.
2) Investments in debt instruments at FVTOCI
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of collecting contractual
cash flows and selling the financial assets, are measured at FVTOCI.
Interest income calculated using the effective interest method, foreign exchange gains and losses and
impairment gains or losses on investments in debt instruments at FVTOCI are recognized in profit or
loss. Other changes in the carrying amount of these debt instruments are recognized in other
comprehensive income and will be reclassified to profit or loss when these debt instruments are
disposed.
3) Investments in equity instruments at FVTOCI
On initial recognition, the Company may irrevocably designate investments in equity investments
that is not held for trading as at FVTOCI.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and
losses arising from changes in fair value recognized in other comprehensive income and accumulated
in other equity.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss
when the Company’s right to receive the dividends is established, unless the Company’s rights clearly
represent a recovery of part of the cost of the investment.
4) Measured at amortized cost
Cash and cash equivalents, debt instrument investments, notes and accounts receivable (including
related parties), other receivables and refundable deposits are measured at amortized cost.
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of holding financial assets
in order to collect contractual cash flows, are measured at amortized cost.
Subsequent to initial recognition, financial assets measured at amortized cost are measured at
amortized cost, which equals to carrying amount determined by the effective interest method less any
impairment loss.
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.
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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.
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.
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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
Cash flow hedge
The Company designates certain hedging instruments, such as forward exchange contracts, 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.
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When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with
the subsidiaries are recognized in the Company’s parent company only financial statements only to the
extent of interests in the subsidiaries that are not owned by the Company.
Investment in associates
An associate is an entity over which the Company has significant influence and that is neither a subsidiary
nor a joint venture. Significant influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies.
The operating results and assets and liabilities of associates are incorporated in these parent company only
financial statements using the equity method of accounting. Under the equity method, an investment in an
associate is initially recognized in the statement of financial position at cost and adjusted thereafter to
recognize the Company’s share of profit or loss and other comprehensive income of the associate as well as
the distribution received. The Company also recognizes its share in the changes in the equities of associates.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable
assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized
as goodwill, which is included within the carrying amount of the investment. Any excess of the Company’s
share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of
acquisition, after reassessment, is recognized immediately in profit or loss.
When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell)
with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of
the investment subsequently increases.
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.
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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:
buildings (assets used by the Company and assets subject to operating leases) - 10 to 20 years; machinery
and equipment (assets used by the Company and assets subject to operating leases) - 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
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 and initial direct costs 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.
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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.
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 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.
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- 132 -
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.
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.
- 133 -
- 133 -
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit
retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including
current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee
benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the
return on plan assets (excluding interest), is recognized in other comprehensive income in the period in
which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in
retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Income tax on unappropriated earnings is expensed in the year the shareholders approved the appropriation
of earnings which is the year subsequent to the year the earnings are generated.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the parent company only financial statements and the corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences, 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.
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.
- 134 -
- 134 -
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
The Company has considered the economic implications of COVID-19 on critical accounting estimates and
will continue evaluating the impact on its financial position and financial performance as a result of the
pandemic.
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 judgments 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.
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.
- 135 -
- 23 -
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
$ 303,165,717
$ 141,450,698
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.
December 31,
2020
December 31,
2019
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,
2020
December 31,
2019
$ 2,125,825
$
27,481
$
93,153
$
982,302
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.
- 136 -
- 24 -
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2020
Sell NT$
January 2021 to March 2021
NT$144,697,981
December 31, 2019
Sell NT$
Sell JPY
January 2020 to June 2020
January 2020 to February 2020
NT$108,428,027
JPY57,471,581
8. HEDGING FINANCIAL INSTRUMENTS
Financial assets- current
Cash flow hedges
Forward exchange contracts
Financial liabilities- current
Cash flow hedges
Forward exchange contracts
December 31,
2020
December 31,
2019
$
-
$ 3,504
$
-
$ 1,798
The Company entered into forward exchange contracts 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 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. No other sources of
ineffectiveness emerged from these hedging relationships. For the years ended December 31, 2020 and
2019, 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
Sell NT$1,342,392
January 2020
$ (3,820)
- 137 -
- 137 -
The effect for the years ended December 31, 2020 and 2019 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts
Hedged Items
Increase
(Decrease) in Value Used for
Calculating Hedge
Ineffectiveness
Years Ended December 31
2020
2019
$ 24,085
$ (109,592)
Forecast transaction (capital expenditures)
$ (24,085)
$ 109,592
9. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2020
December 31,
2019
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 31,899,524
(243,710)
31,655,814
2,955,301
$ 46,188,113
(319,045)
45,869,068
3,255,865
$ 34,611,115
$ 49,124,933
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,
2020
December 31,
2019
$ 32,068,195
$ 43,374,378
2,780,426
6,072
37
95
(243,710)
6,054,771
10,864
720
3,245
(319,045)
$ 34,611,115
$ 49,124,933
- 138 -
- 138 -
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
2020
2019
$ 319,045
(75,335)
$
7,132
311,913
$ 243,710
$ 319,045
For the years ended December 31, 2020 and 2019, the changes in loss allowance were mainly due to the
variations in the balance of accounts receivable of different risk levels.
10. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2020
December 31,
2019
$ 21,338,980
88,575,222
13,758,417
6,625,417
$ 8,533,179
49,268,466
15,046,116
3,416,090
$ 130,298,036
$ 76,263,851
Write-down of inventories to net realizable value and reversal of write-down of inventories resulting from
the increase in net realizable value were included in the cost of revenue, as illustrated below:
Inventory losses (reversal of write-down of inventories)
$ 3,642,829
$ (2,071,888)
The aforementioned reversal of write-down of inventories for the year ended December 31, 2019 excluded
wafer contamination losses. Please refer to related losses in Note 33.
Years Ended December 31
2020
2019
11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investments accounted for using the equity method consisted of the following:
Subsidiaries
Associates
December 31,
2020
December 31,
2019
$ 545,784,630
18,812,878
$ 539,843,621
18,660,268
$ 564,597,508
$ 558,503,889
- 139 -
- 139 -
a. Investments in subsidiaries
Subsidiaries consisted of the following:
Place of
Incorporation
and Operation
Tortola, British
Virgin Islands
Shanghai, China
Carrying Amount
% of Ownership and Voting
Rights Held by the Company
December 31,
December 31,
December 31,
December 31,
2020
2019
$ 382,229,039
$ 397,737,270
64,243,766
57,289,154
2020
100%
100%
2019
100%
100%
Subsidiaries
Principal Activities
Investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
TSMC Global Ltd.
(TSMC Global)
TSMC China
Company Limited
(TSMC China)
TSMC Partners, Ltd.
(TSMC Partners)
TSMC Nanjing
Company Limited
(TSMC Nanjing)
VisEra Technologies
Company Ltd.
(VisEra Tech)
Investing in companies involved
Tortola, British
52,649,936
53,388,267
100%
100%
Virgin Islands
Nanjing, China
33,573,482
21,364,939
100%
100%
Hsinchu, Taiwan
6,363,099
4,541,741
87%
87%
in the design, manufacture, and
other related business in the
semiconductor industry and
other investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
Engaged in manufacturing
electronic spare parts and in
researching, developing,
designing, manufacturing,
selling, packaging and testing
of color filter
TSMC North America Selling and marketing of
San Jose,
4,568,059
4,569,825
100%
100%
integrated circuits and other
semiconductor devices
California,
U.S.A.
TSMC Arizona
Corporation(cid:528)TSMC
Arizona(cid:529)
Manufacturing, selling and testing
of integrated circuits and other
semiconductor devices
Phoenix, Arizona,
842,745
-
100%
-
U.S.A.
TSMC Europe B.V.
(TSMC Europe)
TSMC Design Technology
Japan, Inc. (TSMC
JDC)
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)
Customer service and supporting
Amsterdam, the
537,737
462,479
activities
Engineering support activities
Netherlands
Yokohama, Japan
292,266
-
100%
100%
Investing in new start-up
technology companies
Cayman Islands
214,881
231,504
98%
Customer service and supporting
Yokohama, Japan
144,784
142,620
activities
Investing in new start-up
technology companies
Cayman Islands
82,441
75,095
100%
98%
100%
-
98%
100%
98%
Customer service and supporting
Seoul, Korea
42,395
40,727
100%
100%
activities
$ 545,784,630
$ 539,843,621
The Company established a subsidiary in November 2020 and invested in TSMC Arizona for the
amount of NT$855,599 thousand.
The Company established a subsidiary in January 2020 and continually increased its investment in
TSMC JDC for the amount of NT$302,560 thousand.
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,
2020
2019
2020
2019
Vanguard International
Manufacturing, selling,
Hsinchu, Taiwan
$
9,029,890
$
9,027,572
28%
28%
Semiconductor
Corporation (VIS)
packaging, testing and
computer-aided design of
integrated circuits and other
semiconductor devices and the
manufacturing and design
service of masks
(Continued)
- 140 -
- 140 -
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,
2020
2019
2020
2019
Systems on Silicon
Manufacturing
Company Pte Ltd.
(SSMC)
Manufacturing and selling of
Singapore
$
5,900,245
$
6,502,174
39%
39%
integrated circuits and other
semiconductor devices
Xintec Inc. (Xintec)
Wafer level chip size packaging
Taoyuan, Taiwan
2,554,123
1,846,145
41%
41%
and wafer level post
passivation interconnection
service
Global Unichip
Researching, developing,
Hsinchu, Taiwan
1,328,620
1,284,377
35%
35%
Corporation (GUC)
manufacturing, testing and
marketing of integrated circuits
$ 18,812,878
$ 18,660,268
(Concluded)
As of December 31, 2020 and 2019, no investments in associates are individually material to the
Company. Please refer to the parent company only statements of comprehensive income for recognition
of share of both profit (loss) and other comprehensive income (loss) of associates that are not
individually material.
The market prices of the investments accounted for using the equity method in publicly traded stocks
calculated by the closing price at the end of the reporting period are summarized as follows. The closing
price represents the quoted price in active markets, the level 1 fair value measurement.
Name of Associate
VIS
Xintec
GUC
12. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
a. Assets used by the Company
December 31,
2020
December 31,
2019
$ 53,849,925
$ 20,420,233
$ 15,827,184
$ 36,812,923
$ 8,958,195
$ 11,251,774
December 31,
2020
December 31,
2019
$ 1,510,807,506 $ 1,310,882,220
18,414
977,050
$ 1,511,784,556 $ 1,310,900,634
Land
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2020
Additions (deductions)
$
3,212,000
-
$ 401,141,445
84,352,769
$ 2,737,813,896
720,459,185
$
49,644,875
14,343,705
$ 526,396,815
(306,254,768 )
$ 3,718,209,031
512,900,891
Disposals or retirements
Transfers to assets subject to
operating leases
-
-
(25,406 )
(7,962,758 )
(710,899 )
-
(1,199,011)
-
-
-
(8,699,063 )
(1,199,011)
Balance at December 31, 2020 $
3,212,000
$ 485,468,808
$ 3,449,111,312
$
63,277,681
$ 220,142,047
$ 4,221,211,848
(Continued)
- 141 -
- 141 -
Land
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Accumulated depreciation
and impairment
$
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
Balance at December 31, 2020 $
-
-
-
-
-
$ 222,235,137
27,292,400
$ 2,150,734,249
277,252,114
$
(13,823 )
(7,125,781 )
$
34,357,425
6,584,391
(709,177 )
-
(202,593)
-
$ 249,513,714
$ 2,420,657,989
$
40,232,639
$
-
-
-
-
-
$ 2,407,326,811
311,128,905
(7,848,781 )
(202,593)
$ 2,710,404,342
Carrying amounts at
December 31, 2020
Cost
Balance at January 1, 2019
Additions
Disposals or retirements
Transfers from right-of-use
assets
$
3,212,000
$ 235,955,094
$ 1,028,453,323
$
23,045,042
$ 220,142,047
$ 1,510,807,506
$
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
(Concluded)
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.
b. Assets subject to operating leases
Cost
Buildings
Machinery and
Equipment
Total
Balance at January 1, 2020
Disposals or retirements
Transfers from assets used by the Company
$ 494,582
(311,939)
-
$
-
-
1,199,011
$ 494,582
(311,939)
1,199,011
Balance at December 31, 2020
$ 182,643
$1,199,011
$1,381,654
(Continued)
- 142 -
- 142 -
Buildings
Machinery and
Equipment
Total
Accumulated depreciation
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers from assets used by the Company
$ 476,168
12,210
(305,766)
-
$
-
19,399
-
202,593
$ 476,168
31,609
(305,766)
202,593
Balance at December 31, 2020
$ 182,612
$ 221,992
$ 404,604
Carrying amounts at December 31, 2020
$
31
$ 977,019
$ 977,050
Cost
Balance at January 1, 2019
Balance at December 31, 2019
Accumulated depreciation
Balance at January 1, 2019
Additions
Balance at December 31, 2019
$ 494,582
$ 494,582
$ 457,657
18,511
$ 476,168
Carrying amounts at December 31, 2019
$ 18,414
$
$
$
$
$
-
-
-
-
-
-
$ 494,582
$ 494,582
$ 457,657
18,511
$ 476,168
$ 18,414
(Concluded)
Operating leases relate to leases of buildings and leases of machinery and equipment with lease terms
approximately 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 from the buildings and machinery and
equipment is as follows:
Year 1
13. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery and equipment
Office equipment
December 31,
2020
December 31,
2019
$ 132,128
$ 1,458
December 31,
2020
December 31,
2019
$ 24,874,590
283,086
-
27,151
$ 13,830,199
402,836
775,809
21,176
$ 25,184,827
$ 15,030,020
- 143 -
- 143 -
Additions to right-of-use assets
$ 12,558,794
$
639,879
Years Ended December 31
2020
2019
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
$ 1,298,315
131,436
775,809
13,612
$
944,052
105,873
1,184,374
10,154
$ 2,219,172
$ 2,244,453
Income from subleasing right-of-use assets (classified under
other operating income and expenses, net)
$
52,317
$
44,796
b. Lease liabilities
Carrying amounts
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion
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,
2020
December 31,
2019
$ 1,379,097
18,480,111
$ 1,843,556
13,300,263
$ 19,859,208
$ 15,143,819
December 31,
2020
December 31,
2019
0.48%-0.94%
0.54%-0.71%
-
0.28%-0.71%
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. As of September 30, 2020, the aforementioned lease contract has been expired.
d. Subleases
The Company subleases the right to use its buildings and machinery and equipment under operating
leases with lease terms of 1 to 2 years.
- 144 -
- 144 -
The maturity analysis of lease payments receivable under operating subleases is as follows:
Year 1
e. Other lease information
December 31,
2020
December 31,
2019
$ 142,340
$
50,862
Years Ended December 31
2020
2019
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Expenses relating to variable lease payments not included in the
$ 3,171,455
$
72
$ 4,991,637
-
$
measurement of lease liabilities
$
212,955
$
158,375
Total cash outflow for leases
$ 5,823,617
$ 7,324,585
Years Ended December 31
2020
2019
14. INTANGIBLE ASSETS
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2020
Additions
Disposals or retirements
$
1,567,756
-
-
$ 15,801,406
6,308,926
-
$ 32,518,813
3,226,715
$
(60,467 )
8,271,046
2,974,805
-
$ 58,159,021
12,510,446
(60,467 )
Balance at December 31, 2020
$
1,567,756
$ 22,110,332
$ 35,685,061
$ 11,245,851
$ 70,609,000
Accumulated amortization and
impairment
Balance at January 1, 2020
Additions
Disposals or retirements
Balance at December 31, 2020
Carrying amounts at December 31, 2020
Cost
Balance at January 1, 2019
Additions
Disposals or retirements
$
$
$
$
-
-
-
-
$
9,770,225
2,404,461
-
$ 26,215,694
3,527,399
$
(59,868 )
5,901,658
1,115,834
-
$ 41,887,577
7,047,694
(59,868 )
$ 12,174,686
$ 29,683,225
$
7,017,492
$ 48,875,403
1,567,756
$
9,935,646
$
6,001,836
$
4,228,359
$ 21,733,597
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
Carrying amounts 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
1,567,756
$
6,031,181
$
6,303,119
$
2,369,388
$ 16,271,444
- 145 -
- 145 -
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% in both years in its test of impairment as of December 31, 2020 and 2019, to
reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2020 and 2019, the Company did not recognize any impairment loss on
goodwill.
15. SHORT-TERM LOANS
Unsecured loans
Related parties unsecured loans
Loan content
US$ (in thousands)
EUR(in thousands)
Annual interest rate
Maturity date
December 31,
2020
December 31,
2019
$ 88,559,026
87,100,700
$ 118,522,290
29,988,000
$ 175,659,726
$ 148,510,290
$ 3,300,000
2,398,000
(0.54)%-0.33%
Due by July
2022
$ 3,370,000
1,410,000
0%-2.22%
Due by July
2020
The borrowing rates from loans between the Company and related parties are determined by mutual consent.
And the loan are repayable on related parties’ demand.
16. BONDS PAYABLE
Domestic unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2020
December 31,
2019
$ 173,197,000
$ 56,900,000
-
(2,600,000) (31,800,000)
(146,255)
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
$ 170,450,745
$ 25,100,000
NT$ unsecured
bonds
100-2
101-1
B
B
January 2012 to
January 2019
August 2012 to
August 2019
$ 7,000,000
1.46%
Bullet repayment;
interest payable
annually
9,000,000
1.40%
The same as above
(Continued)
- 146 -
- 146 -
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
101-2
101-3
101-4
102-1
102-2
102-3
102-4
109-1
109-2
B
-
B
C
B
C
A
B
B
C
D
E
F
A
B
C
A
B
September 2012
to September
2019
October 2012 to
October 2022
January 2013 to
January 2020
January 2013 to
January 2023
February 2013 to
February 2020
February 2013 to
February 2023
July 2013 to July
2020
$ 9,000,000
1.39%
Bullet repayment;
interest payable
annually
4,400,000
1.53%
The same as above
10,000,000
1.35%
The same as above
3,000,000
1.49%
The same as above
11,600,000
1.38%
The same as above
3,600,000
1.50%
The same as above
10,200,000
1.50%
The same as above
July 2013 to July
3,500,000
1.70%
The same as above
2023
August 2013 to
August 2019
September 2013
to March 2019
8,500,000
1.52%
The same as above
1,400,000
1.60%
Bullet repayment;
interest payable
annually (interest for
the six months prior
to maturity will
accrue on the basis of
actual days and be
repayable at maturity)
September 2013
to March 2021
September 2013
to March 2023
September 2013
to September
2023
March 2020 to
March 2025
March 2020 to
March 2027
March 2020 to
March 2030
April 2020 to
April 2025
April 2020 to
April 2027
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
3,000,000
0.58%
The same as above
10,500,000
0.62%
The same as above
10,500,000
0.64%
The same as above
5,900,000
0.52%
The same as above
10,400,000
0.58%
The same as above
(Continued)
- 147 -
- 147 -
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
109-2
109-3
109-4
109-5
109-6 (green
bond)
109-7
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
April 2020 to
April 2030
$ 5,300,000
0.60%
Bullet repayment;
interest payable
annually
May 2020 to May
4,500,000
0.55%
The same as above
2025
May 2020 to May
7,500,000
0.60%
The same as above
2027
May 2020 to May
2,400,000
0.64%
The same as above
2030
July 2020 to July
5,700,000
0.58%
2025
Two equal installments
in last two years;
interest payable
annually
July 2020 to July
6,300,000
0.65%
The same as above
2027
July 2020 to July
1,900,000
0.67%
The same as above
2030
September 2020
to September
2025
September 2020
to September
2027
September 2020
to September
2030
December 2020
to December
2025
December 2020
to December
2027
December 2020
to December
2030
December 2020
to December
2025
December 2020
to December
2027
December 2020
to December
2030
4,800,000
0.50%
The same as above
8,000,000
0.58%
The same as above
2,800,000
0.60%
The same as above
1,600,000
0.40%
The same as above
5,600,000
0.44%
The same as above
4,800,000
0.48%
The same as above
1,900,000
0.36%
The same as above
10,200,000
0.41%
The same as above
6,400,000
0.45%
The same as above
(Concluded)
- 148 -
- 148 -
Issuance
Tranche
Issuance Period
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
US$ unsecured
bonds
109-1
-
September 2020
to September
2060
17. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
US$1,000,000
2.70%
Bullet repayment
(callable on the 5th
anniversary of the
issue date and every
anniversary
thereafter); interest
payable annually
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$2,309,527
thousand and NT$2,063,508 thousand for the years ended December 31, 2020 and 2019, respectively.
b. Defined benefit plans
The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits
based on an employee’s length of service and average monthly salary for the six-month period prior to
retirement. The Company contributes an amount equal to 2% of salaries paid each month to their
respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory
Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the
end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the
Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in
the next year, the Company is required to fund the difference in one appropriation that should be made
before the end of March of the next year. The Funds are operated and managed by the government’s
designated authorities; as such, the Company does not have any right to intervene in the investments of
the Funds.
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
2020
2019
$
$
123,311
81,604
204,915
135,645
123,951
259,596
(139,212)
494,051
-
3,161,910
(124,344)
(438,009)
(233,239)
541,697
comprehensive income
3,516,749
(253,895)
Total
$ 3,721,664
$
5,701
- 149 -
- 37 -
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
2020
2019
$ 126,274
57,306
18,248
3,087
$ 157,845
72,686
25,063
4,002
$ 204,915
$ 259,596
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2020
December 31,
2019
Present value of defined benefit obligation
Fair value of plan assets
$ 16,980,277
(5,066,203)
$ 13,484,090
(4,301,594)
Net defined benefit liability
$ 11,914,074
$ 9,182,496
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
2020
2019
$ 13,484,090
123,311
118,808
$ 13,662,684
135,645
175,401
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
494,051
$
(438,009)
-
3,161,910
(398,986)
(2,907)
(233,239)
541,697
(344,131)
(15,958)
Balance, end of year
$ 16,980,277
$ 13,484,090
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2020
2019
$ 4,301,594
37,204
$ 4,011,279
51,450
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
139,212
987,179
(398,986)
124,344
458,652
(344,131)
Balance, end of year
$ 5,066,203
$ 4,301,594
- 150 -
- 38 -
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,
2020
December 31,
2019
$
632,769
2,926,745
1,506,689
$
713,204
2,313,828
1,274,562
$ 5,066,203
$ 4,301,594
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,
2020
December 31,
2019
0.40%
3.00% (Note)
0.90%
3.00%
Note: The Company has an additional 20 percent pay raise in 2021.
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% (and not below 0.0%) in the discount rate and all other assumptions were held
constant, the present value of the defined benefit obligation would increase by NT$694,732 thousand
and NT$724,963 thousand as of December 31, 2020 and 2019, 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$835,964 thousand and NT$706,502 thousand as of December 31, 2020 and 2019, 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.
- 151 -
- 39 -
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$229,934 thousand to the defined benefit plans in
the next year starting from December 31, 2020. The weighted average duration of the defined benefit
obligation is 9 years.
18. GUARANTEE DEPOSITS
Capacity guarantee
Others
Current portion (classified under accrued expenses and other current
liabilities)
Noncurrent portion
December 31,
2020
December 31,
2019
$
-
312,230
$ 1,499,400
191,352
$
312,230
$ 1,690,752
$
53,157
259,073
$ 1,520,306
170,446
$
312,230
$ 1,690,752
Some of guarantee deposits were refunded to customers by offsetting related accounts receivable.
19. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2020
December 31,
2019
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, 2020, 1,064,364 thousand ADSs of the Company were traded on the NYSE. The
number of common shares represented by the ADSs was 5,321,819 thousand shares (one ADS
represents five common shares).
- 152 -
- 152 -
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,
2020
December 31,
2019
$ 24,184,939
22,804,510
8,892,847
121,843
302,526
40,578
$ 24,184,939
22,804,510
8,892,847
121,843
302,234
33,336
$ 56,347,243
$ 56,339,709
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 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, 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.
- 153 -
- 153 -
The appropriations of 2020 and 2019 quarterly earnings have been approved by the Company’s Board of
Directors in its meeting, respectively. The appropriations and cash dividends per share were as follows:
Resolution Date of the
Company’s Board of
Directors in its meeting
of 2020
February 9,
2021
of 2020
of 2020
November 10, August 11,
2020
2020
of 2020
May 12,
2020
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 12,420,727
$ 64,825,951
2.5
$
$ 5,501,351 $ 11,884,457 $ (2,694,841)
$ 64,825,951 $ 64,825,951 $ 64,825,951
2.5
$
2.5 $
2.5 $
Resolution Date of the
Company’s Board of
Directors in its meeting
Fourth Quarter Third Quarter
Second Quarter First Quarter
of 2019
February 11,
2020
of 2019
November 12,
2019
of 2019
August 13,
2019
of 2019
June 5,
2019
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 16,893,073
$ 64,825,951
2.5
$
$
3,289,166
$ 64,825,951
2.5
$
(3,338,190) $
$
$ 64,825,951
2.5
$
(4,723,939)
$ 51,860,761
2.0
$
The special capital reserve for 2020 is to be presented for approval in the the Company’s shareholders’
meeting to be held on June 8, 2021 (expected).
The appropriation of 2018 earnings has been approved by the Company’s shareholders in its meeting held
on June 5, 2019. The appropriation and cash dividends per share were as follows:
Legal capital reserve
Special capital reserve
Cash dividends to shareholders
d. Others
Changes in others were as follows:
Appropriation
of Earnings
Cash Dividends
Per Share
(NT$)
$ 35,113,088
$ (11,459,458)
$ 207,443,044
$
8.0
Year Ended December 31, 2020
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
$ (26,871,400 ) $
(692,959 ) $
(3,820 ) $
(190 ) $ (27,568,369 )
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
(29,853,603 )
-
-
-
-
-
(41,995 )
108,687
-
-
(276,624 )
2,947,368
-
-
-
653
Balance, end of year
$ (57,001,627 ) $ 2,321,754
$
- 154 -
- 42 -
-
-
-
24,085
(20,265 )
-
-
-
-
-
-
-
-
-
-
(29,853,603 )
(41,995 )
108,687
24,085
(20,265 )
2,670,744
190
-
190
653
$
-
$ (54,679,873 )
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 )
The aforementioned other equity includes the changes in other equities of the Company and the
Company’s share of its subsidiaries and associates.
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
2020
2019
$ 1,161,829,728 $ 921,095,318
138,551,475
152,963,285
$ 1,314,793,013 $ 1,059,646,793
Years Ended December 31
2020
2019
$ 129,082,884 $
809,731,866
233,783,358
70,213,432
63,299,176
8,682,297
84,255,256
628,365,912
208,101,401
67,568,157
57,468,605
13,887,462
$ 1,314,793,013 $ 1,059,646,793
- 155 -
- 43 -
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
5-nanometer
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
(cid:3)
Wafer revenue
b. Contract balances
Years Ended December 31
2020
2019
$ 632,600,168 $ 518,553,492
312,770,702
85,508,427
47,451,547
53,214,200
42,148,425
432,049,509
108,814,310
43,735,803
53,440,805
44,152,418
$ 1,314,793,013 $ 1,059,646,793
Years Ended December 31
2020
2019
$ 89,433,830
388,846,412
3,341,769
195,205,444
8,298,531
147,291,670
101,979,651
60,435,664
29,036,165
32,727,855
84,997,377
20,235,360
$
-
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
$1,161,829,728 $ 921,095,318
December 31,
2020
December 31,
2019
January 1,
2019
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 9,365,661
$ 4,095,915
$ 2,740,649
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$3,843,787 thousand and NT$2,192,221 thousand for the years ended December 31, 2020 and 2019,
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$38,937,425 thousand and
NT$33,893,735 thousand for the years ended December 31, 2020 and 2019, respectively. As of
December 31, 2020 and 2019, the aforementioned refund liabilities amounted to NT$30,995,223
thousand and NT$17,673,937 thousand (classified under accrued expenses and other current liabilities),
respectively.
- 156 -
- 156 -
21. INTEREST INCOME
Interest income
Bank deposits
Financial assets at amortized cost
22. FINANCE COSTS
Interest expense
Corporate bonds
Bank loans
Lease liabilities
Related parties
Others
23. OTHER GAINS AND LOSSES, NET
Gain (loss) on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
Gain on disposal of investments accounted for using equity method,
net
Other gains, net
24. 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
The origination and reversal of temporary differences
Years Ended December 31
2020
2019
$
951,877
-
$ 1,998,705
4,172
$
951,877
$ 2,002,877
Years Ended December 31
2020
2019
$ 1,082,311
500,080
168,854
-
15,052
$ 1,139,935
1,869,335
181,390
454
495
$ 1,766,297
$ 3,191,609
Years Ended December 31
2020
2019
$ 6,430,713
$ (1,361,538)
-
184,449
15,200
277,765
$ 6,615,162
$ (1,068,573)
Years Ended December 31
2020
2019
$ 70,657,349
70,617
149,768
70,877,734
$ 44,184,422
224,691
135,056
44,544,169
(6,144,179)
(6,144,179)
(1,062,618)
(1,062,618)
Income tax expense recognized in profit or loss
$ 64,733,555
$ 43,481,551
- 157 -
- 157 -
A reconciliation of income before income tax and income tax expense recognized in profit or loss was
as follows:
Years Ended December 31
2020
2019
Income before tax
$ 582,618,942
$ 388,745,219
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
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 116,523,788
$ 77,749,044
1,248,820
(65,988,096)
18,872,837
-
(6,144,179)
-
64,513,170
70,617
149,768
(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
Income tax expense recognized in profit or loss
$ 64,733,555
$ 43,481,551
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.
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
Years Ended December 31
2020
2019
$ 422,010
$ (30,468)
653
9,476
$ 422,663
$ (20,992)
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
- 158 -
- 158 -
December 31,
2020
December 31,
2019
$ 18,723,852
3,719,427
1,341,960
826,666
66,320
-
$ 12,927,764
2,120,873
1,016,248
437,327
65,667
160,743
$ 24,678,225
$ 16,728,622
(Continued)
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
December 31,
2020
December 31,
2019
$
(866,452) $
(849,915)
(333,606)
-
$ (1,716,367) $
(333,606)
(Concluded)
Year Ended December 31, 2020
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
$ 12,927,764
2,120,873
1,016,248
437,327
$
$ 5,796,088
1,598,554
(96,298)
389,339
-
-
422,010
-
$ 18,723,852
3,719,427
1,341,960
826,666
instruments at FVTOCI
Others
65,667
160,743
-
(160,743)
653
-
66,320
-
$ 16,728,622
$ 7,526,940
$
422,663
$ 24,678,225
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(333,606)
-
$
(532,846)
(849,915)
$
$
(333,606)
$ (1,382,761)
$
-
-
-
$
(866,452)
(849,915)
$ (1,716,367)
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
$
$ 1,749,874
(423,011)
(38,158)
(286,508)
-
-
(30,468)
-
$ 12,927,764
2,120,873
1,016,248
437,327
instruments at FVTOCI
Others
56,191
-
-
160,743
9,476
-
65,667
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)
- 159 -
- 159 -
d. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2020 and 2019, the aggregate deductible temporary differences for which no
deferred income tax assets have been recognized amounted to NT$55,521,034 thousand and
NT$33,445,504 thousand, respectively.
e. Unused tax-exemption information
As of December 31, 2020, 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, 2020 and 2019, the aggregate taxable temporary differences associated with
investments
liabilities amounted to
income
NT$152,827,360 thousand and NT$131,085,673 thousand, respectively.
in subsidiaries not recognized as deferred
tax
g. Income tax examination
The tax authorities have examined income tax returns of the Company through 2018. All investment tax
credit adjustments assessed by the tax authorities have been recognized accordingly.
25. EARNINGS PER SHARE
Basic EPS
Diluted EPS
EPS is computed as follows:
Years Ended December 31
2020
2019
$ 19.97
$ 19.97
$ 13.32
$ 13.32
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2020
Basic/Diluted EPS
Net income available to common shareholders $ 517,885,387
25,930,380
$ 19.97
Year Ended December 31, 2019
Basic/Diluted EPS
Net income available to common shareholders $ 345,263,668
25,930,380
$ 13.32
- 160 -
- 160 -
26. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
Years Ended December 31
2020
2019
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
$ 288,762,450
24,585,627
31,609
$ 243,160,463
24,285,569
18,511
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
c. 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
$ 313,379,686
$ 267,464,543
$ 4,732,478
2,315,216
$ 2,971,336
2,367,550
$ 7,047,694
$ 5,338,886
$ 2,309,527
204,915
2,514,442
123,287,720
$ 2,063,508
259,596
2,323,104
94,236,265
$ 125,802,162
$ 96,559,369
$ 75,864,049
49,938,113
$ 58,502,618
38,056,751
$ 125,802,162
$ 96,559,369
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;
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. Accrued profit sharing bonus to employees is
illustrated below:
Profit sharing bonus to employees
$ 34,753,184
$ 23,165,745
Years Ended December 31
2020
2019
- 161 -
- 161 -
The Company’s profit sharing bonus to employees and compensation to directors for 2020, 2019 and 2018
had been approved by the Board of Directors of the Company, as illustrated below:
Years Ended December 31
2019
2018
2020
Resolution Date of the Company’s Board of
February 9, February 11, February 19,
Directors in its meeting
2021
2020
2019
Profit sharing bonus to employees
Compensation to directors
$ 34,753,184
$
509,753
$ 23,165,745
$
360,404
$ 23,570,040
349,272
$
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2020, 2019 and 2018, 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.
27. 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
2020
2019
$ 512,900,891
(1,148)
$ 555,377,864
(3,287,138)
(18,609,540) (101,720,581)
(82,276)
20,265
Payments for acquisition of property, plant and equipment
$ 494,310,468
$ 450,287,869
Disposal of property, plant and equipment
Changes in other receivables from related parties
Changes in other financial assets
$ 1,112,923
(55,271)
13,203
$ 1,286,373
(175,900)
7,865
Proceeds from disposal of property, plant and equipment
$ 1,070,855
$ 1,118,338
Additions of intangible assets
Changes in accounts payable
Changes in accrued expenses and other current liabilities
$ 12,510,446
191,429
(3,218,966)
$ 9,182,777
69,935
-
Payments for acquisition of intangible assets
$ 9,482,909
$ 9,252,712
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1, 2020
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2020
Non-cash changes
Short-term loans
Bonds payable
Lease liabilities
Guarantee deposits
$ 148,510,290
56,900,000
15,143,819
1,690,752
$
31,944,333
117,129,182
$
(2,324,499 )
130,669
$
(4,794,897 )
(986,845 )
17,489
2,059
-
-
6,853,545
-
$
-
8,408
168,854
(1,511,250 )
$ 175,659,726
173,050,745
19,859,208
312,230
Total
$ 222,244,861
$ 146,879,685
$
(5,762,194 )
$
6,853,545
$
(1,333,988 )
$ 368,881,909
- 162 -
- 162 -
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
Bonds payable
Lease liabilities
Guarantee deposits
$
91,982,340
91,800,000
17,758,578
9,494,648
$
59,615,602
(34,900,000 )
(2,811,698 )
19,002
$
(3,087,652 )
$
-
(17,489 )
1,674
$
-
-
33,038
-
-
-
181,390
(7,824,572 )
$ 148,510,290
56,900,000
15,143,819
1,690,752
Total
Note:
$ 211,035,566
$
21,922,906
$
(3,103,467 )
$
33,038
$
(7,643,182 )
$ 222,244,861
Other changes include amortization of bonds payable, financial cost of lease liabilities and guarantee deposits
refunded to customers by offsetting related accounts receivable.
28. 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.
29. 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,
2020
December 31,
2019
$
2,125,825
3,790,131
-
440,992,185
$
27,481
4,132,975
3,504
272,886,863
$ 446,908,141
$ 277,050,823
$
93,153
-
734,363,642
$
982,302
1,798
553,905,061
$ 734,456,795
$ 554,889,161
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.
- 163 -
- 163 -
b. Financial risk management objectives
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 Company 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. These hedges reduce, but do not entirely eliminate, 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, 2020 and 2019, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$832,231 thousand and NT$2,112,450 thousand,
respectively, and decreased its other comprehensive income by NT$107,690 thousand for the year ended
December 31, 2019, 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 future cash flows and the carrying amount.
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, 2020 and 2019, the other comprehensive income would have
decreased by NT$73,464 thousand and NT$77,156 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 accounts receivable, and from investing activities, primarily deposits, fixed-income investments
and other financial instruments with banks. Credit risk is managed separately for business related and
- 164 -
- 52 -
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 accounts receivable are from its customers worldwide. The majority of the Company’s
outstanding accounts receivable are not covered by collaterals or guarantees. While the Company has
procedures to monitor and manage credit risk exposure on accounts receivable, 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, 2020 and 2019, the Company’s ten largest customers accounted for 67% and 83%
of accounts receivable, respectively. 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.
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.
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, 2020
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
$ 175,658,226
$
43,256,260
156,342,457
$
-
-
-
$
-
-
-
-
-
-
$ 175,658,226
43,256,260
156,342,457
56,090,322
4,423,599
-
25,822,844
-
30,134,920
-
148,299,359
56,090,322
208,680,722
1,539,173
2,864,146
2,763,636
13,977,371
21,144,326
53,157
437,363,194
107,328
28,794,318
151,745
33,050,301
-
162,276,730
312,230
661,484,543
144,697,981
(148,236,932 )
(3,538,951 )
-
-
-
-
-
-
-
-
-
144,697,981
(148,236,932 )
(3,538,951 )
$ 433,824,243
$ 28,794,318
$ 33,050,301
$ 162,276,730
$ 657,945,592
- 165 -
- 53 -
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
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$ 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
Information about the maturity analysis for lease liabilities more than 5 years:
5-10 Years
10-15 Years
15-20 Years
More Than
20 Years
Total
December 31, 2020
Lease liabilities
$ 6,498,231
$ 5,082,504
$ 2,242,373
$
154,263
$ 13,977,371
December 31, 2019
Lease liabilities
$ 4,679,991
$ 3,626,190
$ 1,600,962
$
74,380
$ 9,981,523
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:
(cid:121) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
(cid:121) 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
(cid:121) 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).
- 166 -
- 166 -
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 2
December 31, 2020
Level 3
Total
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
$ 2,125,825
$
-
$ 2,125,825
Non-publicly traded equity investments $
-
2,955,301
$
834,830
-
$
834,830
2,955,301
$ 2,955,301
$
834,830
$ 3,790,131
Notes and accounts receivable, net
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
93,153
$
-
$
93,153
December 31, 2019
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
$
27,481
$
-
$
27,481
Non-publicly traded equity investments $
-
3,255,865
$
877,110
-
$
877,110
3,255,865
$ 3,255,865
$
877,110
$ 4,132,975
Notes and accounts receivable, net
Hedging financial assets
Cash flow hedges
Forward exchange contracts
$
3,504
$
-
$
3,504
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
982,302
$
-
$
982,302
Hedging financial liabilities
Cash flow hedges
Forward exchange contracts
$
1,798
$
-
$
1,798
- 167 -
- 167 -
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, 2020 and 2019 were as follows:
Years Ended December 31
2020
2019
Balance, beginning of year
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
$
877,110
(41,995)
(285)
$
963,610
(85,393)
(1,107)
Balance, end of year
$
834,830
$
877,110
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
(cid:121) Forward exchange contracts are measured using forward exchange rates and discount rates
derived from quoted market prices.
(cid:121) The fair value of accounts receivable classified as at FVTOCI is 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 and market approach.
The asset approach takes into account the net asset value measured at the fair value by independent
parties.
The market approach is used to arrive at their fair values, for which the recent financing activities of
investees, the market transaction prices of the similar companies and market conditions are
considered.
3) Fair value of financial instruments that are not measured at fair value
Except as detailed in the following table, the Company considers that the carrying amounts of
financial instruments in the parent company only financial statements that are not measured at fair
value approximate their fair values.
Fair value hierarchy
The table below sets out the fair value hierarchy for the Company’s financial assets and liabilities
which are not required to measure at fair value:
December 31, 2020
Carrying
Amount
Level 2
Fair Value
$ 173,050,745
$ 173,972,033
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
- 168 -
- 56 -
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2019
Carrying
Amount
Level 2
Fair Value
$ 56,900,000
$ 57,739,115
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair value of the Company’s bonds payable is determined by quoted market prices provided by
third party pricing services.
30. 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
Subsidiaries
TSMC Global
TSMC China
TSMC Nanjing
VisEra Tech
TSMC Arizona
TSMC North America
TSMC Europe
TSMC Japan
TSMC Korea
TSMC JDC
TSMC Design Technology Canada Inc. (TSMC Canada) Indirect Subsidiaries
TSMC Technology, Inc. (TSMC Technology)
Indirect Subsidiaries
WaferTech, LLC (WaferTech)
Indirect Subsidiaries
GUC
Associates
VIS
Associates
SSMC
Associates
Xintec
Associates
TSMC Education and Culture Foundation
Other related parties
TSMC Charity Foundation
Other related parties
b. Net revenue
Years Ended December 31
2020
2019
Item
Related Party Name/Categories
Net revenue from sale of goods TSMC North America
Associates
Other subsidiaries
$ 824,139,751
5,656,748
85,147
$ 636,441,507
4,052,853
149,560
$ 829,881,646
$ 640,643,920
(Continued)
- 169 -
- 57 -
Net revenue from royalties
Subsidiaries
Associates
$
214,352
195,111
$
64,710
183,583
Years Ended December 31
2020
2019
c. Purchases
Related Party Categories
Subsidiaries
Associates
d. Receivables from related parties
$
409,463
$
248,293
(Concluded)
Years Ended December 31
2020
2019
$ 44,920,702
7,605,080
$ 40,419,311
6,301,417
$ 52,525,782
$ 46,720,728
December 31,
2020
December 31,
2019
Item
Related Party Name/Categories
Receivables from related
parties
TSMC North America
Associates
Other subsidiaries
$ 101,467,381
313,064
729
$ 81,732,281
458,292
3,928
Other receivables from related TSMC North America
parties
TSMC Nanjing
Other subsidiaries
Associates
e. Payables to related parties
$ 101,781,174
$ 82,194,501
$
$ 1,390,902
203,209
71,058
49,165
802,726
101,559
13,388
50,450
$ 1,714,334
$
968,123
December 31,
2020
December 31,
2019
Item
Related Party Name/Categories
Payables to related parties
TSMC Nanjing
TSMC China
Xintec
WaferTech
Other subsidiaries
Other associates
Other related parties
- 170 -
- 170 -
$ 1,889,906
1,643,070
1,358,624
697,756
679,227
749,040
-
$ 1,266,002
1,538,971
736,747
1,097,625
379,250
683,040
15,000
$ 7,017,623
$ 5,716,635
f. Accrued expenses and other current liabilities
December 31,
2020
December 31,
2019
Item
Related Party Name/Categories
Accrued expenses and other
current liabilities
TSMC North America
Other subsidiaries
$ 317,011
1,643
$
-
2,722
g. Acquisition of property, plant and equipment
Related Party Categories
TSMC China
h. 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
- 171 -
- 171 -
$ 318,654
$
2,722
Acquisition Price
Years Ended December 31
2020
2019
$ 126,162
$
-
Proceeds
Years Ended December 31
2020
2019
$
527,134
6,115
$ 1,096,516
44,095
$
533,249
$ 1,140,611
Gains
Years Ended December 31
2020
2019
$ 31,494
49,844
$ 332,955
67,151
$ 81,338
$ 400,106
Deferred Gains (Losses) from
Disposal of Property, Plant and
Equipment
December 31,
2020
December 31,
2019
$
4,221
86,186
$ (30,731)
129,915
$ 90,407
$ 99,184
i. Others
Years Ended December 31
2020
2019
Item
Related Party Name/Categories
Manufacturing expenses
Associates
Subsidiaries
$ 5,425,878
29,700
$ 2,816,089
35,825
$ 5,455,578
$ 2,851,914
Research and development
expenses
Subsidiaries
Associates
$ 3,409,037
256,496
$ 2,821,204
163,425
Marketing expenses -
commission
TSMC Europe
Other subsidiaries
$
735,295
474,553
$
439,147
419,920
$ 3,665,533
$ 2,984,629
General and administrative
expenses
Other related parties
Subsidiaries
$
120,000
3,569
$
120,000
3,423
$ 1,209,848
$
859,067
$
123,569
$
123,423
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 were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2020
2019
$ 2,567,833
1,951
$ 1,822,806
2,330
$ 2,569,784
$ 1,825,136
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.
- 172 -
- 172 -
31. 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, 2020, 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, 2020.
c. On September 28, 2017, the Company was contacted by the European Commission (the “Commission”),
which asked us for information and documents concerning alleged anti-competitive practices in relation
to semiconductor sales. We cooperated continuously with the Commission to provide the requested
information and documents. The Commission subsequently decided to close the investigation in May
2020.
d. The Company entered into long-term purchase agreements of materials and supplies with multiple
suppliers. The relative minimum purchase quantity and price are specified in the agreements.
e. The Company entered into a long-term purchase agreement of equipment. The relative purchase quantity
and price are specified in the agreement.
f. The Company entered into long-term energy purchase agreements with multiple suppliers. The relative
purchase period, quantity and price are specified in the agreements.
g. As of December 31, 2020, the Company provided endorsement guarantees of NT$2,338,044 thousand to
its subsidiary, TSMC North America, in respect of providing endorsement guarantees for office leasing
contract.
h. As of December 31, 2020, the Company provided a NT$84,291,000 thousand endorsement guarantee for
its subsidiary, TSMC Global, in respect of its issuance of US dollar-denominated senior unsecured
corporate bonds.
32. 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
- 173 -
- 61 -
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, 2020
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2019
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
$
6,556,606
10,505
83,135,801
28.097
34.587
0.2729
$ 184,220,958
363,340
22,687,760
6,906,646
4,146,458
103,973,930
28.097
34.587
0.2729
194,056,024
143,413,558
28,374,485
$
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
Note: Exchange rate represents the number of NT dollar 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, 2020 and 2019, 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.
33. 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.
- 174 -
- 62 -
34. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for the Company:
a. Financings provided: See Table 1 attached;
b. Endorsement/guarantee provided: See Table 2 attached;
c. Marketable securities held (excluding investments in subsidiaries and associates): 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: 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: 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:
See Table 6 attached;
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
See Table 7 attached;
i.
Information about the derivative financial instruments transaction: 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): 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: See Table 9 attached.
2) Significant direct or indirect transactions with the investee, its prices and terms of payment,
unrealized gain or loss, and other related information which is helpful to understand the impact of
investment in mainland China on financial reports: See Note 30.
l.
Information of major shareholder
List of all shareholders with ownership of 5 percent or greater showing the names and the number of
shares and percentage of ownership held by each shareholder: See Table 10 attached.
35. OPERATING SEGMENTS INFORMATION
The Company has provided the operating segments disclosure in the consolidated financial statements.
- 175 -
- 175 -
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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 24
7
8
9
10
11
12
13
14
15
16
Note 22
17
- 210 -
- 210 -
STATEMENT 1
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CASH AND CASH EQUIVALENTS
DECEMBER 31, 2020
(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
$
400
29,250,907
39,180,918
234,733,492
Including US$1,058,998 thousand
@28.097, JPY33,254,815 thousand
@0.2729 and EUR10,148 thousand
@34.587
From 2020.09.03 to 2021.12.25, interest
rates at 0.00%-0.80%, including
NT$205,907,397 thousand, US$550,023
thousand @28.097 and JPY49,000,000
thousand @0.2729
Total
$ 303,165,717
- 211 -
- 211 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE, NET
DECEMBER 31, 2020
(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
$ 7,081,325
3,122,124
3,032,759
2,773,917
18,844,700
34,854,825
(243,710)
$ 34,611,115
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 212 -
- 212 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF RECEIVABLES FROM RELATED PARTIES
DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
Client Name
TSMC North America
Others (Note)
Total
STATEMENT 3
Amount
$ 101,467,381
313,793
$ 101,781,174
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 213 -
- 213 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF INVENTORIES
DECEMBER 31, 2020
(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
$ 21,338,980
$ 50,098,692
88,575,222
350,472,186
13,758,417
12,962,429
6,625,417
6,759,866
$ 130,298,036
$ 420,293,173
- 214 -
- 214 -
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STATEMENT 8
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCOUNTS PAYABLES
DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
Accounts payables was NT$36,238,637 thousand. The amount of individual vendor does not exceed 5% of the
account balance.
- 218 -
- 218 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO RELATED PARTIES
DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
Vendor Name
TSMC Nanjing
TSMC China
Xintec
WaferTech
TSMC Technology, Inc.
SSMC
Others (Note)
Total
STATEMENT 9
Amount
$ 1,889,906
1,643,070
1,358,624
697,756
444,021
400,765
583,481
$ 7,017,623
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 219 -
- 219 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO CONTRACTORS AND EQUIPMENT SUPPLIERS
DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
STATEMENT 10
Vendor Name
Vendor A
Vendor B
Vendor C
Vendor D
Others (Note)
Total
Amount
$ 54,343,056
20,368,832
11,972,002
10,478,183
59,180,384
$ 156,342,457
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 220 -
- 220 -
STATEMENT 11
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF LEASE LIABILITIES
DECEMBER 31, 2020
(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
0.48-0.94
$ 19,550,141
and offices
Buildings
Mainly for the use of offices
2 to 6 years
0.54-0.71
281,676
Office equipment
For operation use
2 to 3 years
0.28-0.71
27,391
Less: Current portion
Noncurrent portion
19,859,208
(1,379,097)
$ 18,480,111
- 221 -
- 221 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
DECEMBER 31, 2020
(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
$ 30,995,223
9,365,661
3,408,672
23,118,681
$ 66,888,237
- 222 -
- 222 -
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STATEMENT 14
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NET REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Wafer
Other
Net revenue
Note: 12-inch equivalent wafers.
Shipments
(Piece) (Note)
12,330,845
Amount
$ 1,161,829,728
152,963,285
$ 1,314,793,013
-
4
2
2
-
- 225 -
- 225 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF COST OF REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2020
(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
$ 15,046,116
52,544,726
(13,758,417)
(8,754,326)
(229,837)
44,848,262
16,052,096
598,258,250
659,158,608
49,268,466
(88,575,222)
(31,212,918)
588,638,934
8,533,179
55,090,585
(21,338,980)
(15,849,741)
(389,449)
614,684,528
18,088,080
$ 632,772,608
- 226 -
- 226 -
STATEMENT 16
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
Item
Research and
Development
Expenses
General and
Administrative
Expenses
Marketing
Expenses
Payroll and related expense
$ 37,368,383
$ 9,657,107
$ 2,912,623
Consumables
29,818,550
241,693
Depreciation expense
23,236,302
1,312,862
Repair and maintenance expense
5,167,078
1,364,661
Management fees of the Science Park Administration
Patents
Commission
Others (Note)
Total
2,433,954
2,008,393
-
-
-
-
1,209,848
13,023,476
9,293,615
196,406
$ 108,613,789
$ 26,312,285
$ 4,359,436
429
36,464
3,666
-
-
Note: The amount of each item in others does not exceed 5% of the account balance.
- 227 -
- 227 -
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