TSMC Annual
Report 2022 (1)
Printed on: March 12, 2023
TSE: 2330
NYSE: TSM
Taiwan Stock Exchange Market Observation
Post System: https://mops.twse.com.tw
TSMC annual report is available at:
https://investor.tsmc.com/english/annual-reports
Dear Shareholders,
The year 2022 was a landmark year for TSMC. Supported by our strong technology leadership and differentiation, we
delivered a thirteenth-consecutive year of record revenue, with strong profitable growth. Our 2022 annual revenue increased
33.5% year-over-year in U.S. dollar terms, while our EPS rose to NT$39.20, nearly tripling over the past three years.
These achievements were earned in the face of considerable economic, human and geopolitical challenges across the world.
The year started with continued COVID-19 lockdowns, conflict in Ukraine, and geopolitical tensions and trade restrictions
that severely disrupted global supply chains. Retreat of globalization and free trade fueled inflationary pressure around
the world, increased macroeconomic uncertainty, and impacted consumer confidence. In the second half of the year,
pandemic-related demand, such as remote working and remote learning, receded as many parts of the world began to
re-open, and the semiconductor industry entered an inventory correction mode.
The world also began to focus more intently on the importance of the semiconductor industry, as it suddenly recognized the
critical role semiconductors play in a modern economy. The rising tensions in geopolitics also accentuated the attention on a
resilient semiconductor supply chain, and the key role it plays in their economic and national infrastructure security.
For TSMC, we continued to focus on the fundamentals of our business. We enriched our R&D intensity and worked
diligently on our technology development, especially 2-nanometer, to deliver full node strides in performance and power
benefits to our customers, while offering the industry’s most advanced transistor scaling. We also increased our productivity
and fab operations quality, while successfully bringing our industry-leading 3-nanometer to high volume manufacturing
in 4Q’22. We deepened our service and expanded our capacity to support our customers’ growth, further earning their
trust, as evidenced by higher scores in our annual customer survey. We enhanced our cybersecurity systems and measures
continuously, to rigorously protect customers’ IP and our proprietary information. As we entered our third year of digital
transformation, we accelerated the pace to keep our employees connected and productive in a flexible work environment,
while protecting them from COVID infection with stringent anti-pandemic measures.
Despite the recent macroeconomic uncertainties around the world, the fundamental structural growth trajectory in the
long-term semiconductor demand remains strong, underpinned by the industry’s multi-year megatrends of 5G and High
Performance Computing (HPC)-related applications. Therefore, we continuously work closely with our customers in a
disciplined manner to plan our capacity, based on the long-term market demand profile, and investing in leading edge and
specialty technologies, to support their structural growth.
In the U.S., we are in the process of building two advanced semiconductor fabs in Arizona, with N4 and N3 process
technology, respectively. We are also building a 12-inch specialty technology fab in Kumamoto, Japan.
These investment decisions are based on our customers’ needs in each region, and a necessary level of government support.
We believe this is a necessary step to maximize value for our shareholders.
Our pricing will remain strategic to reflect our value, which also includes the value of geographic manufacturing flexibility.
At the same time, we will continue to leverage our competitive advantages of large volume, economies of scale and
manufacturing technology leadership, to continuously drive costs lower. We will also continue to work closely with all the
regional governments, to secure their support.
Combining such actions, TSMC will have the ability to absorb the higher costs of overseas fabs, while remaining the most
efficient and cost-effective manufacturer, no matter where we operate. Thus, even as we increase our capacity outside of
Taiwan, we can continue to earn a sustainable and healthy return, while delivering long-term profitable growth for our
shareholders.
To address the insatiable demand for energy-efficient computing power, customers rely on TSMC not only for reliable
capacity, but also a predictable cadence of technology development.
We continued to extend our technology leadership, as our 3-nanometer technology entered volume production in 2022, and
is the most advanced semiconductor technology in both PPA and transistor technology.
We are building a strong foundation for the next generation technology to follow. N2 technology development is on track,
with risk production scheduled in 2024 and volume production in 2025. Our 2-nanometer technology will be the most
advanced semiconductor technology in the industry in both density and energy efficiency when it is introduced.
Highlights of TSMC’s accomplishments in 2022:
● Total wafer shipments were 15.3 million 12-inch equivalent wafers as compared to 14.2 million 12-inch equivalent wafers
in 2021.
● Advanced technologies (7-nanometer and beyond) accounted for 53 percent of total wafer revenue, up from 50 percent in
2021.
As geopolitical tensions have arisen in different parts of the world, our customers also start to value more geographic
manufacturing flexibility, in addition to technology leadership, manufacturing excellence, low cost and trust of service quality.
● We deployed 288 distinct process technologies, and manufactured 12,698 products for 532 customers.
● TSMC produced 30 percent of the world semiconductor excluding memory output value in 2022, as compared to 26
Under this environment, based on customers’ request, we are expanding our global manufacturing footprint, to increase
customer trust, to expand our future growth opportunities, and to reach for global talents.
In Taiwan, our N3 has just entered volume production in Tainan Science Park. We are also preparing for N2 volume
production starting in 2025, which will be located in Hsinchu and Taichung Science Parks.
percent in the previous year.
2022 Financial Performance
Consolidated revenue reached NT$2,263.89 billion, an increase of 42.6 percent over NT$1,587.42 billion in 2021. Net
income was NT$1,016.53 billion and diluted earnings per share were NT$39.20. Both increased 70.4 percent from the 2021
level of NT$596.54 billion net income and NT$23.01 diluted EPS.
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TSMC generated net income of US$34.07 billion on consolidated revenue of US$75.88 billion, which increased 59.6 percent
and 33.5 percent respectively from the 2021 level of US$21.35 billion net income and US$56.82 billion consolidated
revenue.
Gross profit margin was 59.6 percent as compared with 51.6 percent in 2021, while operating profit margin was 49.5
percent compared with 40.9 percent a year earlier. Net profit margin was 44.9 percent, an increase of 7.3 percentage points
from 2021’s 37.6 percent.
In 2022, the Company further raised its total cash dividend payments to NT$11.0 per share, up from NT$10.25 a year ago.
Technological Developments
In 2022, we continued to increase our investment in R&D to US$5.47 billion to extend our technology leadership and
differentiation. We also work closely with our customers to enable the global pool of innovators, to unleash their innovations
and create greater value for the semiconductor industry.
In its third year of ramp, our 5-nanometer family of technologies contributed 26% of TSMC’s revenue. We continued to
enhance our N5 family’s performance, power and density, and N4 started volume production in 2022. We also introduced
N4P and N4X technologies, targeting next wave 5nm products. N4P technology development is well on track, and volume
production is scheduled in 2023. N4X is TSMC’s first HPC-focused, workload-intensive technology, with customers’ product
tape-outs in 2023.
After N3 technology entered volume production in 2022, N3E will further extend our N3 family, with enhanced performance,
power, and yield. Volume production of N3E is scheduled for 2H’23. We are working on a high level of customer
engagement at both N3 and N3E, with the number of tape-outs more than 2x that of N5 in its first and second year. We
expect our N3 family to be another large and long-lasting node for TSMC.
Our 2-nanometer technology will adopt nanosheet transistor structure, and deliver full-node performance and power
efficiency gains, with 10-15% speed improvement at the same power or 25-30% power improvement at the same speed as
compared to N3E, to address the increasing need for energy-efficient computing. N2 will provide our customers with the
best performance, cost and technology maturity, and extend our technology leadership position well into the future.
As TSMC pushes the envelope of transistor scaling, we also continue to expand our TSMC 3DFabricTM design solutions, as
another dimension to improve system-level performance. TSMC 3DFabricTM consists of both wafer-level 3D and advanced
packaging technologies. For our 3D technologies, TSMC-SoIC® Chip-on-Wafer (CoW) technology successfully entered
volume production in 2022, demonstrating significant performance improvement by stacking SRAM chips on logic wafers.
TSMC-SoIC® Wafer-on-Wafer (WoW) technology demonstrated superb system performance enhancement for HPC products
in 2022 by stacking 7nm logic wafer on deep trench capacitor wafer. For our advanced packaging technologies, the
CoWoS®-S technology that integrates multiple system-on-chip (SoC) chips, high bandwidth memory stacks, and a 3-reticle
size silicon interposer successfully entered volume production for customer HPC products in 2022. For InFO advanced
packaging technology, TSMC successfully entered volume production of Integrated Fan-Out on Substrate (InFO_oS) that
integrates multiple SoC chips in a 2-reticle size fan-out package.
To help customers unleash their product innovations with fast time-to-market, TSMC provides customers with comprehensive
infrastructure needed to optimize design productivity and cycle times. TSMC continues to expand our Open Innovation
Platform® (OIP), providing over 55,000 items of libraries and silicon IP portfolio, more than 43,000 technology files, and over
2,900 process design kits, from 0.5-micron to 3-nanometer in 2022.
Environmental, Social and Governance
As a responsible global corporate citizen, TSMC is focused on driving changes in Green Manufacturing, establishing a
Responsible Supply Chain, Talent Development, Inclusive Workplace, and Caring for the Underprivileged. In 2022, we
published our first UN SDGs (United Nations Sustainable Development Goals) Action Report and Materiality Analysis Report
to enhance the transparency of our sustainability progress.
Green Manufacturing is the cornerstone of our sustainability management. TSMC strives to be a global standard of an
eco-friendly corporation, and we integrate green management into all aspects of our daily operations, both in Taiwan and
overseas. In 2022, TSMC’s Reclaimed Water Plant commenced operations in the Southern Taiwan Science Park and began
water supply of 10,000 metric tons of water per day, with the goal of reaching 36,000 metric tons per day by 2026. At
TSMC Arizona, we plan to build an Industrial Water Reclamation Plant, which would allow us to reach “Near Zero Liquid
Discharge.”
In our supply chain, TSMC is actively working with our suppliers to drive low-carbon emissions management, a key
component of our roadmap to Net Zero Emissions by 2050. We continue to expand carbon capture opportunities in our
supply chain management, and encourage our suppliers to set up carbon capture facilities to reduce carbon emissions.
Talent is critical to the global semiconductor industry’s success. We believe TSMC’s global footprint expansion not only
enables us to better support our customers, but also gives us more opportunities to reach global talent. To attract
more talent and create a sustainable recruitment pipeline for the semiconductor industry, TSMC continues to invest in
semiconductor related research through close collaboration with top universities including National Taiwan University,
National Tsing Hua University, National Yang Ming Chiao Tung University, National Cheng Kung University, MIT, Stanford
University, UC Berkeley, Arizona State University, Tokyo University, and other prestigious institutions around the world.
In order to deepen employee awareness and practice of Diversity and Inclusion, TSMC focuses on enhancing employees’
awareness of respecting individual differences and its unique values in the workplace. TSMC has designed a course on
unconscious bias to help employees identify and respond to biases in the right way. Employees can also use intercultural
assessment tools to evaluate themselves and learn how to work with colleagues from diverse backgrounds in their teams.
The TSMC Education and Culture Foundation and the TSMC Charity Foundation have long been invested in driving positive
changes towards a better society, by focusing on caring for the disadvantaged and helping youth education. In 2022, the
TSMC Charity Foundation assisted 6,358 students at 134 rural care institutes and collaborated with TSMC volunteers to
produce tutorial videos for scientific experiments and science education. TSMC also partnered with SEMI to hold a session at
2022 SEMICON Taiwan, promoting a matching platform that offered 600 jobs opportunities from 30 different companies to
rural vocational students.
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Corporate Developments
Capacity Plan
Wafer Sales Plan
In December 2022, TSMC announced that, in addition to TSMC Arizona’s first fab, which is scheduled to begin production
of N4 process technology in 2024, the Company has also started the construction of a second fab in Arizona to begin
production of 3nm process technology in 2026. The overall investment for these two facilities will be approximately US$40
billion. When completed, TSMC Arizona’s two fabs will manufacture over 600,000 wafers per year.
In February 2022, TSMC, Sony Semiconductor Solutions Corporation (SSS) and Denso Corporation jointly announced a joint
venture of Japan Advanced Semiconductor Manufacturing (JASM). In addition to the previously announced 22/28 nanometer
process, TSMC will also enhance JASM’s capabilities with 12/16 nanometer FinFET process technology, and increase monthly
production capacity to 55,000 12-inch wafers. With the additional capacity, the total capital expenditure for JASM’s
Kumamoto fab is estimated to be approximately US$8.6 billion with strong support from the Japanese government.
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, Asiamoney, The Asset, CommonWealth
Magazine, Taiwan Stock Exchange, and Taiwan Institute for Sustainable Energy. For innovation, TSMC was recognized as
3rd in IFI Claims Patent Services’ “2022 Top 50 US Patent Assignees.” TSMC was also recognized by Fortune Magazine as
“2022 World’s Most Admired Companies.” 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 22 consecutive years. We also received
MSCI ESG Research’s AAA Rating, CDP’s “2022 CDP Supplier Engagement Leader,” Sustainalytics’ “Company ESG Risk
Ratings-Low ESG Risk” rating, ISS ESG’s “Prime” status in the ESG Corporate Rating, and Corporate Knight’s “2022 Global
100 Most Sustainable Corporations.” Meanwhile, we remained a major component in various MSCI ESG and FTSE4Good
indices. In investor relations, TSMC continued to receive multiple awards from Institutional Investor Magazine.
Outlook
Entering 2023, macroeconomic and geopolitical uncertainties persist. As global COVID-19 pandemic subsides, we have
entered a more intelligent and connected world. As semiconductors become increasingly essential and ubiquitous to every
part of our daily lives, semiconductor technology is becoming a foundational technology for the modern digital economy.
The semiconductor value in the global supply chain continues to increase, creating greater value opportunities for our
customers, and greater value opportunities for TSMC.
It is more important than ever for TSMC to fulfill our mission to be the trusted technology and capacity provider for the
global logic IC industry for years to come. We will uphold our Trinity of Strengths of Technology Leadership, Manufacturing
Excellence, and Customer Trust, to address and capture the strong growth opportunities.
We are increasing our investments in R&D, to continue to extend our overall competitiveness and technology leadership.
With our leadership in both leading edge process technologies and 3DIC solutions, TSMC’s technology cadence
remains constant, to deliver the value of our technology platform, and to help our customers to enhance their product
competitiveness and to grow their markets well into the future.
We continue to focus on optimizing our manufacturing operations to drive greater efficiency and productivity, including
“digitalization” of our fabs, to support high volume ramp of N3 in 2023 and beyond.
2021
2022
2023
50%
47%
50%
53%
40-50%
50-60%
> 7nm
≤ 7nm
2023 wafer shipment is expected to be 14-15 million 12-inch
equivalent wafers.
7%
9%
5%
2021
2022
2023
13-14
15-16
16-17
Annual Growth Rate
Capacity: million 12-inch equivalent wafers
We are increasing our capacity beyond Taiwan to
expand our future growth potential, to reach for
global talent, and to further increase our customer
trust. As we expand our global footprint, and
recruit people from around the world, our priority
is to identify, attract and hire talent whose core
values and principles are aligned with TSMC’s,
so that we can establish TSMC culture in all our
employees, no matter where we operate.
We recognize the increasingly important role of
TSMC in the global semiconductor industry, our
impact to many of the world’s economies, and
the responsibilities that come with our position.
We remain steadfast to our dedicated foundry
business model, and will continue to work as One
Team to support all the IC innovators and enable
their success. We will hold ourselves to rigorous
standards of corporate governance, and adhere
to our core values of Integrity, Commitment,
Innovation and Customer Trust, while pursuing a sustainable future. We are honored to earn your trust in TSMC through the
challenges of 2022. We are more excited about our future, and are even more firmly committed to earning good returns for
our shareholders in the years to come.
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 its 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.
Based on this founding principle, the key to TSMC’s success
has always been to enable its customers’ success. TSMC’s
foundry business model has led to the rise of the global
fabless industry, and, since its inception, TSMC has been one
of the world’s leading semiconductor foundries. In 2022, the
Company manufactured 12,698 different products using 288
distinct technologies for 532 different customers.
TSMC-made semiconductors serve a global customer base
that is large and diverse entailing a wide range of applications.
These products are used in a variety of end markets including
high performance computing, smartphones, the Internet of
Things (IoT), automotive, and digital consumer electronics.
Such strong diversification helps to smooth fluctuations in
demand, which in turn allows TSMC to maintain high 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 15 million 12-inch
equivalent wafers in 2022. 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 December 2022, TSMC announced that, in addition
to TSMC Arizona’s first fab, which is scheduled to begin
production of N4 process technology in 2024, the Company
has also started the construction of a second fab in Arizona
to begin production of 3nm process technology in 2026. The
overall investment for these two facilities will be approximately
US$40 billion. When completed, TSMC Arizona’s two fabs will
manufacture over 600,000 wafers per year, with estimated
end-product value of more than US$40 billion. At the same
time, the Company continues to execute its plan for a fab in
Kumamoto, Japan, 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 2022,
the Company and its subsidiaries employed more than 73,000
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 2022, TSMC maintained its leading position in the foundry
segment of the global semiconductor industry by accounting
for 30% of the worldwide semiconductor market excluding
memory, an increase from 26% in 2021. TSMC’s growth was
mainly driven by the continued expansion 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
2022, 53% of TSMC’s wafer revenue came from advanced
manufacturing processes – defined as geometries of 7nm and
smaller – up from 50% in 2021.
TSMC offers comprehensive 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, TSMC offers TSMC 3DFabricTM, a comprehensive
family of 3D silicon stacking and advanced packaging
technologies to complement its process technology offerings.
TSMC 3DFabricTM provides customers greater chip design
flexibility to unleash innovation and is another differentiating
competitive advantage for the Company.
2.2.2 Market Overview
TSMC estimates that the worldwide semiconductor market
excluding memory reached US$492 billion in revenue in
2022, representing a 10% increase from 2021. In the foundry
segment of the semiconductor industry, total revenue rose to
US$130 billion in 2022, a robust growth of 28% over 2021.
2.2.3 Industry Outlook, Opportunities and Threats
Foundry Industry Demand and Supply Outlook
In 2022, TSMC’s solid growth in the foundry segment was
fueled by strong, broad based market demand. Industry
megatrends, such as 5G, artificial intelligence (AI) proliferation,
and the accelerating digital transformation, drove increased
demand across all major markets: smartphones, high
performance computing, Internet of Things, and automotive.
However, the electronics supply chain was also carrying high
levels of excess inventory, accumulated over the past two years
due to supply uncertainties. Hence, in the second half of 2022,
the electronics supply chain entered an inventory correction
period, which impacted the foundry segment and TSMC
growth.
Looking ahead, TSMC expects the inventory correction to
continue into 2023, primarily in the first half of the year.
Furthermore, concerns about inflation and slowing economic
growth will likely have a dampening impact on discretionary
consumer spending, reducing overall demand for electronic
devices. Against these two headwinds, TSMC projects
mid-single-digit decline for the worldwide semiconductor
market excluding memory in 2023. For the longer term,
driven by increasing semiconductor content in most electronic
devices, continued market segment share gains by fabless
companies, increases in integrated device manufacturer (IDM)
outsourcing, and the expanding use of in-house application-
specific integrated circuits (ASIC) by systems companies,
TSMC expects foundry segment revenue to outpace the mid-
single-digit compound annual growth rate projected for the
worldwide semiconductor market excluding memory from
2022 through 2027.
As an upstream supplier in the semiconductor supply chain,
the foundry segment is tightly correlated with the market
health of all major platforms including smartphones, HPC, the
IoT, automotive, and digital consumer electronics (DCE).
● Smartphones
Due to the combined impact of the COVID-19 pandemic,
the Russo-Ukrainian war and generally higher inflation,
smartphone unit shipments declined 11% in 2022, reflecting
a slowdown in the pace of 5G commercialization and thus
prolonging the replacement of 4G. As this situation is likely
to persist, TSMC projects a continued low-single-digit decline
for the smartphone market in 2023. Over the longer term,
however, the inevitable migration to 5G, together with
improved performance, longer battery life, biosensors and
more AI features, will all continue to propel smartphone sales
going forward.
High performance and power efficient IC technologies are
essential requirements among handset manufacturers, and
highly integrated chips and advanced 3D packaging designs
are the preferred solutions to optimize cost, power and form
factor (IC footprint and thickness). The migration to advanced
process technologies will certainly continue spurred by the
need for higher performance chips to run AI applications and
various complex software computations as well as higher
resolution video. TSMC is an acknowledged leader in process
technology for manufacturing highly integrated chips and
advanced 3D packaging designs and as such is very well
positioned to serve the evolving smartphone market.
● High Performance Computing (HPC)
The HPC platform includes PCs, tablets, game consoles, servers,
base stations and more. Major HPC unit shipments declined
11% in 2022 due to prolonged high inflation, macro-economic
uncertainty and inventory overbuilt, all resulting in weak
demand on the consumer side. Meanwhile, the server and
data center upgrade cycle remained relatively healthy to
accommodate rapidly growing data traffic and to fulfill the
expanding needs of AI applications and continued 5G base
station deployment.
Although the trend toward accelerated digitalization
stimulated by the COVID-19 pandemic has induced a
structural increase in HPC-related semiconductor demand, the
economic headwinds cited above will increasingly dampen
demand on both consumer and enterprise sides and, as a
result, TSMC projects another year of low teens decline in
HPC unit shipments in 2023. Longer term, an increasingly
intelligent and more connected 5G world will fuel massive
requirements for computation power as well as a great
need for energy-efficient computing. These require higher
performance and more power-efficient CPUs, GPUs, NPUs, AI
accelerators, and related-ASICs, which will drive the overall HPC
platform towards richer silicon content, more advanced process
technologies and advanced 3D packaging. These trends are all
favorable to TSMC given our technology leadership in these
areas.
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● Internet of Things (IoT)
The IoT platform includes various types of “smart” connected
devices ranging from wearables, health monitors and
speakers to home automation devices, city and manufacturing
automation devices. As the COVID-19 pandemic changed
individual life and work styles and accelerated the digital
transformation in enterprises, IoT unit shipments grew 18%
in 2022, with smart health devices, smart retail, and smart
manufacturing as the major growth drivers.
While these trends remain strong, TSMC believes demand
for consumer-related IoT devices will be somewhat tempered
by high inflation and projects unit shipment growth in the
low teens in 2023. Overall, as IoT devices take on more AI
functions, they will require higher performance but lower
power controllers, connectivity ICs and various types of sensors.
TSMC offers the industry's most advanced technologies in these
areas including ultra-low power (ULP) and various specialty
process technologies to help customers meet demand, fulfill
ESG requirements and succeed in the marketplace
● Automotive
With generally improving chip availability, worldwide car unit
sales grew 7% in 2022 but was still held back by supply chain
disruptions caused by the Russo-Ukrainian war and sporadic
lockdowns due to the spread of COVID-19 particularly in China.
The ongoing headwinds of high inflation and macro-economic
uncertainty are expected to hold global car unit sales to
low-single-digit growth in 2023 as well.
The entire automotive industry is moving toward “greener,
safer and smarter,” which will accelerate the adoption of
electric vehicles (EVs), advanced driver assistance systems
(ADAS) and smart cockpit/infotainment systems, along with
new electrical/electronic (E/E) architecture. All these will lead
to increased demand for AP/MCU/ASIC processors, in-car
networking, sensors, and power management ICs, thus
continuously increasing the silicon content per car. TSMC
offers a wide variety of relevant process technologies to enable
customers to deliver competitive products in the automotive
market.
● Digital Consumer Electronics (DCE)
Logistical disruptions such as port congestion led to prolonged
lead times in the TV supply chain causing major electronics
retailers to over-order and create excess inventory in 2022. At
the same time, inflation, rate hikes and the China lockdown
due to its zero-COVID policy weakened demand for TVs,
set-top boxes (STB) and other consumer products. As a result,
the total DCE market fell by 11% in 2022.
While some high-end areas such as large screen, 120Hz/144Hz
high frame rate TV, voice AI control and WiFi 6 connectivity will
continue to show good growth, fears of economic recession
may stifle overall recovery. As a result, TSMC forecasts a
low-single-digit decline in global DCE unit shipments in 2023.
Regardless of the timing of the recovery, TSMC advanced
technologies will continue to enable DCE customers to create
and differentiate their innovative products.
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, 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 and support the innovations created in the
downstream chain.
2.2.4 TSMC Position, Differentiation and Strategy
Position
TSMC is a global semiconductor foundry leader in advanced,
specialty and advanced packaging technologies. In 2022, TSMC
accounted for 30% of the worldwide semiconductor market
excluding memory, an increase from 26% in 2021. Net revenue
by geography, calculated mainly on the country in which
customers are headquartered, was: 68% from North America;
11% from the Asia Pacific region, excluding China and Japan;
11% from China; 5% from Europe, the Middle East and Africa;
and 5% from Japan. Net revenue by platform was: 41% from
high performance computing; 39% from smartphones; 9%
from the Internet of Things; and 5% from automotive. In
addition, 3% came from digital consumer electronics, while
others accounted for the remaining 3%.
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 developing leading-edge technologies 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 customers achieve faster time-to-production.
Well known for industry-leading manufacturing capabilities,
TSMC extends its leadership through its Open Innovation
Platform® (OIP) and Grand Alliance initiatives. The OIP initiative
accelerates the pace of innovation in the semiconductor
design community and among the Company’s ecosystem
partners, as well as in its 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 and IP partners,
along with the partners in the new 3DFabric Alliance, officially
announced in October 2022, and key equipment and material
suppliers – all to achieve new, higher levels of collaboration.
Through this collaboration, the Grand Alliance’s 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, the Company
has never designed, manufactured or marketed any integrated
circuits under its own name, but instead has focused all of its
efforts and resources on becoming the trusted foundry for its
customers.
Strategy
TSMC is confident that its competitive advantages 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, and digital consumer electronics, and in response
to the fact that the focus of customer demand is shifting from
process-technology-centric to product-application-centric,
the Company has constructed five corresponding technology
platforms to provide customers with 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 five
platforms are:
High Performance Computing (HPC): Driven by data explosion
and application innovation, HPC has become one of the key
growth drivers for TSMC’s business. TSMC provides customers,
including both fabless IC design companies and system
companies, with leading-edge process technologies such as
3nm FinFET (N3), 4nm FinFET (N4), 5nm FinFET (N5), 6nm
FinFET (N6), 7nm FinFET (N7), 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. In
particular, TSMC introduced its first HPC focused technology,
N4X, representing the ultimate performance and maximum
clock frequencies in TSMC’s 5-nanometer family. Based on
advanced process nodes, a variety of HPC products have been
launched, such as personal computer central processing units
(CPUs), graphics processor units (GPUs), field programmable
gate arrays (FPGAs), server processors, accelerators and
high-speed networking chips, etc. These products can be
used in current and future 5G/6G infrastructures, AI, cloud,
and enterprise data centers. The Company also offers multiple
advanced TSMC 3DFabricTM packaging and silicon stacking
technologies, such as CoWoS®, InFO, and TSMC-SoIC®, to
enable homogeneous and heterogeneous chip integration
to meet customers’ requirements for high performance, high
compute density and high energy efficiency, low latency and
high integration. TSMC will continue to optimize its high
performance computing platform and strengthen collaboration
with customers to help them capture market growth in HPC
markets.
Smartphone: For customers’ premium product applications,
TSMC offers leading logic process technologies such as
N3, N4 and N5, as well as comprehensive IPs to further
enhance chip performance, reduce power consumption, and
decrease chip size. For mainstream product applications, the
Company offers a broad range of logic process technologies,
including N6, 7nm FinFET Plus (N7+), N7, 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 and mainstream product applications, the Company
offers highly 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
018
019
ICs, sensors, and display chips, as well as advanced TSMC
3DFabricTM packaging technologies, such as industry-leading
Integrated Fan-Out (InFO) technology.
Internet of Things: TSMC provides leading, comprehensive
and highly integrated ultra-low power (ULP) technology
platforms to enable innovation in artificial intelligence of
things (AIoT) applications. The Company’s offerings include
the new FinFET-based 12-nanometer technology – N12eTM
featuring energy efficiency with high performance that
results in more computing power and AI inferencing, 22nm
ultra-low leakage (ULL), 28nm ULP, 40nm ULP, and 55nm ULP
technologies, which have been widely adopted by various edge
AI system-on-a-chip (SoC), and battery-powered applications.
TSMC has also extended its low operating voltage (Vdd)
offerings, providing simulation program with integrated circuit
emphasis (SPICE) models with a wide-range of operating
voltages for extreme low-power applications. In addition, the
Company offers competitive and comprehensive specialty
technologies in RF, enhanced analog devices, embedded
flash memory, emerging memory, sensors and display chips,
power management ICs, as well as multiple TSMC 3DFabricTM
advanced packaging technologies, including InFO technology
to support the fast-growing demand in AIoT edge computing
and wireless connectivity.
Automotive: TSMC offers a comprehensive spectrum of
technologies and services to support the automotive industry’s
three megatrends: safer, smarter and greener. The Company
is also an industry leader in providing a robust automotive IP
ecosystem, which covers 5nm FinFET, 7nm FinFET, and 16nm
FinFET technologies, for advanced driver-assistance systems
(ADAS), advanced in-vehicle infotainment (IVI), as well as zonal
controllers for new electrical/electronic (E/E) architecture for the
automotive industry. In addition to its advanced logic platform,
TSMC offers a broad array of 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.
The emerging technology of magnetoresistive random access
memory (MRAM) has demonstrated automotive Grade-1
capability on 22nm and is under development with good
progress on 16nm to meet automotive Grade-1 requirements.
All these technologies are applied to TSMC’s automotive
process qualification standards based on AEC-Q100 standards
or meeting customers’ technology specifications.
Digital Consumer Electronics (DCE): TSMC provides
customers with leading, 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 management ICs (PMIC), timing controller (T-CON) and
so on. The Company’s leading 7nm FinFET (N7), 16FFC/12FFC,
22ULP/22ULL and 28HPC+ technologies have been widely
adopted by leading global makers of 8K/4K DTV, 4K streaming
STB/over-the-top (OTT), digital single-lens reflex (DSLR) devices,
and so on. TSMC will continue to make these technologies
more cost competitive through die size shrink for customers’
digital intensive chip designs and to drive lower power
consumption for more cost-effective packaging.
TSMC continually strengthens its core competitiveness and
deploys both short- 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 return on investment
(ROI) and growth objectives.
● Short-Term Semiconductor Business Development Plan
1. Substantially ramp up the business and sustain advanced
technology market segment share by continually increasing
capacity and R&D investments.
2. Maintain mainstream technology market segment share by
expanding business to new customers and market segments.
3. Continue to enhance the competitive advantages of the
Company’s technology platforms in HPC, smartphones,
IoT, automotive, and digital consumer electronics 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
predictable pace to elevate energy-efficient compute.
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, TSMC 3DFabricTM advanced
packaging and silicon stacking technologies, and testing
services, and so on, all of which deliver more value to
customers through optimized solutions.
2.3 Organization
2.3.1 Organization Chart
Audit and Risk
Committee (Note)
Shareholders’ Meeting
Compensation and
People Development
Committee (Note)
Board of Directors
Chairman
Vice Chairman
As of 02/28/2023
Nominating, Corporate
Governance and
Sustainability
Committee (Note)
CEO Office
Corporate
Governance
Officer
Internal Audit
ESG
Operations
Research and Development
Pathfinding for System Integration
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
Note: On February 14, 2023, the Board approved the renaming of “Audit Committee” to “Audit and Risk Committee”, and the renaming of “Compensation Committee” to “Compensation and People Development
Committee”, and the establishment of “Nominating, Corporate Governance and Sustainability Committee”.
020
021
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
Research and Development
● Advanced technology development, exploratory research, and design and technology platform development, specialty technology
development
Pathfinding for System Integration
● System Integration Technology Pathfinding
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
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
Risk Management
● Implementation of Enterprise Risk Management, Business Continuity Management and Crisis Management
Corporate Environmental, Safety and Health
● Environmental protection, safety and health management and strategy formulation
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
● Procurement, warehousing, import and export, and logistics support
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
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
ESG
● Identify ESG issues in relation to the Company’s operations and stakeholders’ concern, frame sustainability strategies, goals, action
plans and track implementation results, continuing to create sustainability value
022
023
2.4 Board Members
2.4.1 Information Regarding Board Members
Title/Name
Chairman
Mark Liu
Vice Chairman
C.C. Wei
Director
F.C. Tseng
Male
66-70
Male
66-70
Male
76-80
Gender
Age
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Shares Held When Elected
Shares Currently Held
Shares (Note 1)
%
Shares (Note 1)
%
U.S.
07/26/2021
07/25/2024
06/08/2017
12,913,114
0.05%
12,916,216
0.05%
Shares Currently Held by
Spouse & Minors
Shares (Note 1)
-
%
-
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
As of 02/28/2023
Selected Current Positions at TSMC and
Other Companies
Selected Education and Professional Qualification
Bachelor Degree in Electrical Engineering, National Taiwan University
Master Degree and Ph.D. in Electrical Engineering & Computer Science, University of California, Berkeley, U.S.
Laureate, Industrial Technology Research Institute (ITRI)
None
R.O.C.
07/26/2021
07/25/2024
06/08/2017
7,179,207
0.03%
6,346,207
0.02%
700,261
0.00%
R.O.C.
07/26/2021
07/25/2024
05/13/1997
34,472,675
0.13%
29,472,675
0.11%
5,132,855
0.02%
Past Positions
President, Worldwide Semiconductor Manufacturing Corp.
Senior Vice President, Advanced Technology Business, TSMC
Senior Vice President, Operations, TSMC
Executive Vice President and Co-Chief Operating Officer, TSMC
President and Co-CEO, TSMC
Current Positions at Non-profit Organizations
Chairman, Taiwan Semiconductor Industry Association (TSIA) (Note 2)
Selected Education and Professional Qualification
Bachelor and Master Degrees in Electrical Engineering, National Chiao Tung University
Ph.D. in Electrical Engineering, Yale University, U.S.
Laureate, Industrial Technology Research Institute (ITRI)
Past Positions
Senior Vice President, Technology, Chartered Semiconductor Manufacturing Ltd., Singapore
Senior Vice President, Mainstream Technology Business, TSMC
Senior Vice President, Business Development, TSMC
Executive Vice President and Co-Chief Operating Officer, TSMC
President and Co-CEO, TSMC
Chairman, Taiwan Semiconductor Industry Association (TSIA)
Selected Education and Professional Qualification
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
Past Positions
President, Vanguard International Semiconductor Corp.
President, TSMC
Deputy CEO, TSMC
Vice Chairman, TSMC
Independent Director, Chairman of Audit Committee & Compensation Committee member, Acer Inc.
Director, National Culture and Arts Foundation, R.O.C.
Director
National Development Fund, Executive Yuan
(Note 3)
Representative:
Ming-Hsin Kung
07/26/2021
07/25/2024
12/10/1986
1,653,709,980
6.38%
1,653,709,980
6.38%
Male
56-60
R.O.C.
07/24/2020
(Note 4)
779
(Note 4)
0.00%
779
0.00%
024
-
-
-
-
Current Positions at Non-profit Organizations
Chairman, TSMC Education and Culture Foundation
Director, Cloud Gate Culture and Arts Foundation
Director, Zu-Ming Medical Foundation
Selected Education and Professional Qualification
B.A., Statistics, Fu Jen Catholic University
M.A., Economics, National Taiwan University
Ph.D., Economics, National Chung Hsing University
Past Positions
Adjunct Assistant Professor, Tamkang University
Deputy Executive Secretary, Industrial Development Advisory Council, Ministry of Economic Affairs
Research Fellow, Science and Technology Advisory Group, Executive Yuan
Research Fellow, Taiwan Institute of Economic Research
Vice President, Taiwan Institute of Economic Research
Advisory Committee Member, Mainland Affairs Council, Executive Yuan
Consultant, Ministry of Economic Affairs
Member, National Stabilization Fund Management Committee, Executive Yuan
Deputy Minister, National Development Council & concurrently Executive Secretary, National Development
Fund, Executive Yuan
Deputy Minister, Ministry of Economic Affairs
Minister without Portfolio, Executive Yuan
Current Positions at Non-profit Organizations
Minister without Portfolio, Executive Yuan & concurrently Minister, National Development Council
The Convener of the National Development Fund
CEO, TSMC
Chairman of:
- TSMC China Company Ltd. (a non-public company)
- Global UniChip Corp.
Vice Chairman, Vanguard International Semiconductor
Corp.
Director, Taiwania Capital Management Corp. (a
non-public company) (Representative of the
National Development Fund)
(Continued)
025
Title/Name
Gender
Age
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Independent Director
Sir Peter L. Bonfield
Male
76-80
UK
07/26/2021
07/25/2024
05/07/2002
-
Shares Held When Elected
Shares Currently Held
Shares (Note 1)
%
-
Shares (Note 1)
-
%
-
Shares Currently Held by
Spouse & Minors
Shares (Note 1)
-
%
-
Independent Director
Kok-Choo Chen
Female
71-75
R.O.C.
07/26/2021
07/25/2024
06/09/2011
-
-
-
-
-
-
Independent Director
Michael R. Splinter
Male
71-75
U.S.
07/26/2021
07/25/2024
06/09/2015
-
-
-
-
-
-
026
Selected Current Positions at TSMC and
Other Companies
Chairman, NXP Semiconductors N.V., the Netherlands
Non-Executive Director of:
- Imagination Technologies Group Ltd., UK (a non-
public company)
- Darktrace Plc, UK
Advisory Board Member, The Longreach Group Ltd.,
HK (a non-public company)
Senior Advisor, Alix Partners LLP, London
Board Mentor, Chairman Mentors International (CMi)
Ltd., London (a non-public company)
None
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
Selected Education and Professional Qualification
Bachelor and Honours Degrees in Engineering, Loughborough University
Fellow of the Royal Academy of Engineering
Knighted, 1996
Awarded Commander of the Order of the British Empire (CBE), 1989
Awarded the Order of the Lion of Finland
Awarded the Gold Medal from the Institute of Management
Awarded the Mountbatten Medal from the National Electronics Council
Awarded the FT ODX Outstanding Director Award, 2019
Past Positions
Chairman and CEO, ICL Plc, UK
CEO and Chairman of the Executive Committee, British Telecommunications Plc
Vice President, the British Quality Foundation
Director, Mentor Graphics Corp., U.S.
Director, Sony Corp., Japan
Director, L.M. Ericsson, Sweden
Chairman, GlobalLogic Inc., U.S.
Senior Advisor, Hampton Group, London
Chair of Council and Senior Pro-Chancellor, Loughborough University, UK
Board Member, EastWest Institute, New York
Selected Education and Professional Qualification
Inns of Court School of Law, England
Barrister-at-law, England
Advocate & Solicitor, Singapore
Attorney-at-law, California, U.S.
Professional Experience
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)
Founder and Executive Director, Museum207, Taipei (2017-2022)
Academic Experience
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)
Current Positions at Non-profit Organizations
Director, Republic of China Female Cancer Foundation
Founder and Chairman, Artspace K, Hong Kong (2020-)
Lead Independent Director, NASDAQ, Inc.
Independent Director and Compensation Committee
Chair, Gogoro Inc., Cayman Islands
Director of:
- Pica8, Inc., U.S. (a non-public company)
- Tigo Energy, Inc., U.S. (a non-public company)
- Kioxia Holdings Corp., Japan (a non-public company)
General Partner of:
- WISC Partners LP, U.S.
- MRS Business and Technology Advisors, U.S. (a non-
public company)
Selected Education and Professional Qualification
Bachelor and Master Degrees in Electrical Engineering, University of Wisconsin-Madison
Honorary Ph. D in Engineering, University of Wisconsin-Madison
Awarded 2013 Robert N. Noyce Award by Semiconductor Industry Association
Recognized as NACD (National Association of Corporate Directors) Directorship CertifiedTM, 2020
Member of the National Academy of Engineering, 2017
Past Positions
Executive Vice President of Technology and Manufacturing group, Intel Corp.
Executive Vice President of Sales and Marketing, Intel Corp.
CEO, Applied Materials, Inc.
Chairman, Applied Materials, Inc.
Director, The NASDAQ OMX Group, Inc.
Director, Silicon Valley Leadership Group
Director, Semiconductor Equipment and Materials International (SEMI)
Director, Meyer Burger Technology Ltd., Switzerland
Director, University of Wisconsin Foundation, U.S.
Chairman of the Board, NASDAQ, Inc.
Chairman of the Board, US-Taiwan Business Council
Current Positions at Non-profit Organizations
Chair of Industrial Advisory Committee, National Institute of Standards and Technology, Department of
Commerce, U.S.
(Continued)
027
Title/Name
Gender
Age
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Independent Director
Moshe N. Gavrielov
Male
66-70
U.S.
07/26/2021
07/25/2024
06/05/2019
Independent Director
Yancey Hai
Male
71-75
R.O.C.
U.S.
07/26/2021
07/25/2024
06/09/2020
Independent Director
L. Rafael Reif
Male
71-75
U.S.
07/26/2021
07/25/2024
07/26/2021
Shares Held When Elected
Shares Currently Held
Shares (Note 1)
-
-
-
%
-
-
-
Shares (Note 1)
-
-
-
%
-
-
-
Shares Currently Held by
Spouse & Minors
Shares (Note 1)
-
-
-
%
-
-
-
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
Selected Current Positions at TSMC and
Other Companies
Selected Education and Professional Qualification
Bachelor Degree in Electrical Engineering, Technion - Israel Institute of Technology
Master Degree in Computer Science, Technion - Israel Institute of Technology
Chairman of:
- SiMa Technologies, Inc., U.S. (a non-public company)
- Foretellix, Ltd., Israel (a non-public company)
Chairman, Delta Electronics, Inc. (Delta), 2012-
Chair of ESG Committee, Delta
Director of Delta’s subsidiaries:
- 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, Audit Committee member, ESG
Committee member and Convener of Remuneration
Committee, USI Corporation
Director and Commissioner of ESG & Net Zero
Committee, CTCI Corporation
Co-Chair of Growth Technical Advisory Board, Applied
Materials, Inc.
Past Positions
In a variety of engineering and engineering management positions, National Semiconductor Corp. and Digital
Equipment Corp., U.S.
In a variety of executive management positions, LSI Logic Corp. for nearly 10 years, U.S.
CEO, Verisity, Ltd., U.S.
Executive Vice President and General Manager of the Verification Division, Cadence Design Systems, Inc., U.S.
President and CEO, Xilinx, Inc., U.S.
Director, Xilinx, Inc., U.S.
Executive Chairman, Wind River Systems, Inc., U.S. (2018-2022)
Current Positions at Non-profit Organizations
Director, San Jose Institute of Contemporary Art, U.S.
Selected Education and Professional Qualification
M.A., International Business Management, University of Texas at Dallas
Laureate, Industrial Technology Research Institute (ITRI)
Past Positions
Country Manager, GE Capital Taiwan
Vice Chairman and CEO, Delta Electronics, Inc.
Chair, Strategic Steering Committee, Delta (2012-2021)
Current Positions at Non-profit Organizations
Senior Strategy Consultant, Cloud Computing & IoT Association in Taiwan
Director, Taiwan Business Council for Sustainable Development
Director, Delta Electronic Foundation
Director, Felix Chang Foundation
Director and Finance Committee Member, Chiang Ching-Kuo Foundation for International Scholarly Exchange
Chairman, Taiwan Climate Partnership
Selected Education and Professional Qualification
Ingeniero Eléctrico Degree, Universidad de Carabobo, Valencia, Venezuela
Master Degree and Ph.D. in Electrical Engineering, Stanford University
Honorary Doctor of Laws degree, The Chinese University of Hong Kong (2015)
Honorary Doctorates from Tsinghua University (2016), the Technion (2017), Arizona State University (2018)
and University of Miami (2022)
Member of Tau Beta Pi, the Engineering Honor Society
Member of the Electrochemical Society
Fellow of the Institute of Electrical and Electronics Engineers (IEEE)
Member of the American Academy of Arts and Sciences, the National Academy of Engineering and the
Chinese Academy of Engineering
Fellow of the National Academy of Inventors
Awarded with United States Presidential Young Investigator Award (1984)
Awarded with the Semiconductor Research Corporation’s Aristotle Award (2000)
Awarded the Tribeca Disruptive Innovation Award (2012)
Awarded the Frank E. Taplin, Jr. Public Intellectual Award by the Woodrow Wilson National Fellowship
Foundation (2015)
Awarded with Engineer of the Year from Great Minds in STEM (2018)
Awarded the Simon Ramo Founders Award by the U.S. National Academy of Engineering (2022)
Inventor or co-inventor on 13 patents, editor or Co-editor of 5 books, and supervisor to 38 doctoral theses
Past Positions
Assistant Professor, Universidad Simón Bolívar, Caracas, Venezuela
Visiting Assistant Professor of Electrical Engineering, Stanford University
Faculty, Massachusetts Institute of Technology (MIT), since 1980
IBM Faculty Fellowship, MIT Center for Materials Science and Engineering
Analog Devices Career Development Professorship, MIT Electrical Engineering
Fariborz Maseeh Professor of Emerging Technology, MIT (2004-2012)
Director of Microsystems Technology Laboratories, MIT
Associate Department Head of Electrical Engineering, MIT
Head of the Department of Electrical Engineering and Computer Science (EECS), MIT
Provost, MIT
Board Director, Schlumberger Limited
President, MIT (2012-2022)
Current Positions at Non-profit Organizations
President Emeritus, MIT, since 2023
Member of Board of Trustees, Carnegie Endowment for International Peace
Director, Council on Foreign Relations, U.S.
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: Does not include shares held in the form of ADSs.
Note 2: Chairman Dr. Mark Liu retired from his current position as the Chairman of Taiwan Semiconductor Industry Association (TSIA) on March 30, 2023.
Note 3: Major Shareholders of the Institutional Shareholder
Institutional Shareholder
National Development Fund, Executive Yuan
Note 4: Mr. Ming-Hsin Kung was appointed as the representative of National Development Fund on July 24, 2020.
Major Shareholders (Top 10 Shareholders) of the Institutional Shareholder
Not Applicable
028
029
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
Independent Director
Sir Peter L. Bonfield
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif
Total
Director’s Remuneration
Base Compensation (A)
Severance Pay and
Pensions (B)
(Note 2)
Compensation to
Directors (C)
Allowances (D) (Note 3)
(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 3)
Severance Pay and
Pensions (F) (Note 2)
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)
50,905,192
50,905,192
214,206
214,206
579,536,780
579,536,780
1,418,210
1,418,210
0.0622%
0.0622%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
353,404,118
353,404,118
214,206
214,206
289,768,390
10,560,000
10,560,000
1,324,440
1,324,440
0.0012%
0.0012%
10,560,000
10,560,000
15,767,972
15,767,972
13,200,000
13,200,000
15,767,972
15,767,972
15,767,972
15,767,972
13,200,000
13,200,000
15,767,972
15,767,972
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.0010%
0.0010%
0.0016%
0.0016%
0.0013%
0.0013%
0.0016%
0.0016%
0.0016%
0.0016%
0.0013%
0.0013%
0.0016%
0.0016%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50,905,192
50,905,192
214,206
214,206
690,128,668
690,128,668
2,742,650
2,742,650
0.0732%
0.0732%
353,404,118
353,404,118
214,206
214,206
289,768,390
-
-
-
-
-
-
-
-
-
-
-
-
289,768,390
-
-
-
-
-
-
-
-
289,768,390
-
-
-
-
-
-
-
-
-
-
-
(A+B+C+D+E+F+G) as a %
of Net Income (Note 4)
From TSMC
From All
Consolidated
Entities
0.0622%
0.0622%
0.0633%
0.0633%
Compensation Paid
to Directors from
Non-consolidated
Affiliates or Parent
Company
-
-
0.0012%
0.0012%
16,904,548
0.0010%
0.0010%
0.0016%
0.0016%
0.0013%
0.0013%
0.0016%
0.0016%
0.0016%
0.0016%
0.0013%
0.0013%
0.0016%
0.0016%
-
-
-
-
-
-
-
0.1365%
0.1365%
16,904,548
* Other than disclosure in the above table, Directors remunerations earned by providing services (e.g. providing consulting services as a non-employee of parent company/all consolidated entities/non-consolidated
affiliates) to TSMC and all consolidated entities in the 2022 financial statements: Dr. F.C. Tseng for NT$17,750,609.
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: Pensions funded according to applicable law.
Note 3: The above-mentioned figures include expenses for Company cars and related reimbursements, but do not include compensation paid to Company drivers (totaled NT$5,205,050).
Note 4: Total remuneration paid to the directors from TSMC and from all consolidated entities in 2021, including their employee compensation, both accounted for 0.1521% of 2021 net income.
030
031
2.5 Management Team
2.5.1 Information Regarding Management Team
Gender
Nationality
On-board Date
(Note 2)
Shares Held
Shares Held by Spouse
& Minors
Shares Held in the Name
of Others
Shares
(Note 3)
%
Shares
(Note 3)
%
Shares
(Note 3)
Male
R.O.C.
02/01/1998
6,346,207
0.02%
700,261
0.00%
Female
R.O.C.
06/01/1999
4,399,342
0.02%
2,059,530
0.01%
Male
R.O.C.
07/01/2004
1,441,127
0.01%
Male
U.S.
11/14/1997
-
-
-
-
-
-
Male
R.O.C.
01/01/1987
4,920,122
0.02%
4,191,107
0.02%
Male
R.O.C.
11/14/1994
1,002,419
0.00%
-
-
Male
R.O.C.
01/01/1987
12,648,251
0.05%
1,047,961
0.00%
Male
R.O.C.
12/15/1997
404,575
0.00%
60,802
0.00%
Male
U.S.
11/01/2016
105,000
0.00%
-
-
-
-
-
-
-
-
-
-
-
%
-
-
-
-
-
-
-
-
-
Female
R.O.C.
03/20/1995
700,285
0.00%
67,906
0.00%
384,000
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
250,000
0.00%
Male
R.O.C.
02/06/1995
173,781
0.00%
-
-
-
-
Male
R.O.C.
12/09/1996
485,501
0.00%
198,943
0.00%
Male
U.S.
07/29/2002
363,152
0.00%
34,470
0.00%
-
-
-
-
-
-
-
-
-
-
Title
Name
(Note1)
Chief Executive Officer
C.C. Wei
Senior Vice President
Human Resources
Lora Ho
Senior Vice President
Research and Development
Wei-Jen Lo
Senior Vice President
Corporate Strategy Office
CEO & President
TSMC AZ
Rick Cassidy
Senior Vice President
Operations
Y.P. Chin
Senior Vice President
Research and Development
Y.J. Mii
Senior Vice President
Chief Information Security Officer
Information Technology and Materials Management
& Risk Management
J.K. Lin
Senior Vice President
Europe & Asia Sales and Research & Development/
Corporate Research
Cliff Hou
Senior Vice President
Business Development
Kevin Zhang
Vice President and General Counsel
Corporate Governance Officer
Legal
Sylvia Fang
Vice President
Operations/Fab Operations I
Y.L. Wang
Vice President and TSMC Distinguished Fellow
Pathfinding for System Integration
Douglas Yu
Vice President and TSMC Fellow
Operations/Advanced Technology and Mask
Engineering
T.S. Chang
Vice President
Research and Development/Platform Technology
Michael Wu
Vice President
Research and Development/Pathfinding
Min Cao
032
Education and Selected Past Positions
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, Europe and Asia Sales, TSMC
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
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)
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
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
Selected Current Positions at Other
Companies
None
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other (Note 4)
As of 02/28/2023
Title
None
Name
None
Relation
None
Director and/or Supervisor, TSMC subsidiaries
None
None
None
None
None
None
None
President and CEO, TSMC subsidiary (Note 5)
None
None
None
Director, TSMC subsidiaries
None
None
None
None
None
None
None
None
None
None
None
Director and/or President, TSMC subsidiaries
Director, TSMC affiliate
None
None
None
None
None
Director and/or Supervisor, TSMC subsidiaries
None
None
None
None
None
Director, TSMC subsidiary (Note 5)
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
(Continued)
033
Title
Name
(Note1)
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
Vice President
Quality and Reliability and Operations/Advanced
Packaging Technology and Service
Jun He
Vice President
Research and Development/Platform Technology
Geoffrey Yeap
Vice President and Chief Information Officer
Information Technology and Materials Management
& Risk Management/Corporate Information
Technology
Chris Horng-Dar Lin
Vice President
Corporate Planning Organization
Jonathan Lee
Vice President
Operations/Facility
Arthur Chuang
Vice President and TSMC Fellow
Research and Development/Design & Technology
Platform
L.C. Lu
Vice President
Research and Development/Integrated Interconnect
& Packaging
K.C. Hsu
Gender
Nationality
On-board Date
(Note 2)
Shares Held
Shares
(Note 3)
%
Male
R.O.C.
08/03/1988
370,000
0.00%
Shares Held by Spouse
& Minors
Shares Held in the Name
of Others
Shares
(Note 3)
-
%
-
Shares
(Note 3)
%
430,000
0.00%
Male
R.O.C.
09/01/1993
351,695
0.00%
663
0.00%
Male
R.O.C.
05/03/1999
1,651,924
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
28,371
0.00%
Male
U.S.
03/21/2016
58,000
0.00%
Male
U.S.
01/04/2021
16,000
0.00%
-
-
-
-
-
-
Male
R.O.C.
05/28/2007
368,604
0.00%
6,000
0.00%
Male
R.O.C.
01/17/1989
2,602,981
0.01%
1,993,040
0.01%
Male
R.O.C.
08/01/2000
175,227
0.00%
15,000
0.00%
Male
R.O.C.
11/01/2021
60,000
0.00%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1: Senior Vice President Mr. J.K. Wang retired, effective May 7, 2022. Vice President Ms. Connie Ma retired, effective November 1, 2022. Vice President Dr. Marvin Liao retired, effective November 11, 2022.
Note 2: On-board date means the official date joining TSMC.
Note 3: Does not include shares held in the form of ADSs.
Note 4: 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 5: Effective April 1, 2023, Mr. Rick Cassidy was appointed as Chairman of the Board of Directors and Mr. Y.L. Wang was appointed as CEO of TSMC Arizona Corporation.
Note 6: Effective April 1, 2023, Mr. Y.H. Liaw was appointed as CEO of Japan Advanced Semiconductor Manufacturing, Inc., in addition to his current position as Representative Director of the Company.
Education and Selected Past Positions
Master, Chemical Engineering, National Tsing Hua University, Taiwan
Vice President, Fab Operations, TSMC
Vice President, Fab 15B, TSMC
Senior Director, Fab 15B, TSMC
Selected Current Positions at Other
Companies
Director, TSMC subsidiaries
Director, TSMC affiliate (Note 6)
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other (Note 4)
Title
None
Name
None
Relation
None
Ph.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.
Vice President, Europe & Asia Sales, TSMC
Senior Director, Office of Strategy Customer Program, TSMC
Senior Director, E-Beam Operation Division, TSMC
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
Master, Business Administration, City University of New York, Baruch College, U.S.
Senior Director, Strategic Planning Division, TSMC
Ph.D., Civil Engineering, National Taiwan University, Taiwan
Senior Director, Facility Division, TSMC
Ph.D., Computer Science, Yale University, U.S.
Senior Director, Digital IPs Solution Division, TSMC
Master, Technology Management, National Chiao-Tung University, Taiwan
Taiwan Country Manager, Micron Technology Inc.
President, WaferTech, LLC
Director, Supervisor, and/or President, TSMC
None
None
None
subsidiaries
Director, TSMC affiliate
None
None
None
None
Director, TSMC subsidiaries
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Section Manager
Gavin Chuang
Brother
None
None
None
None
None
None
034
035
Salary (A)
Severance Pay and Pensions (B)
(Note 3)
From TSMC
14,185,740
5,684,782
From All
Consolidated
Entities
14,185,740
5,684,782
From TSMC
214,206
85,841
From All
Consolidated
Entities
214,206
85,841
Bonuses and Allowances (C)
(Note 4)
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 5)
From TSMC
From All
Consolidated
Entities
Compensation Received
from Non-consolidated
Affiliates or Parent
Company
339,218,378
339,218,378
289,768,390
59,631,853
59,631,853
50,691,071
-
-
289,768,390
50,691,071
-
-
0.0633%
0.0114%
0.0633%
0.0114%
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
Senior Vice President
Senior Vice President
Senior Vice President/CEO & President of TSMC Arizona
Senior Vice President
Senior Vice President
Senior Vice President/Chief Information Security Officer
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 (Note 2)
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
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President and Chief Information Officer
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
Total
Connie Ma (Note 2)
Y.L. Wang
Douglas Yu
T.S. Chang
Michael Wu
Min Cao
Marvin Liao (Note 2)
Y.H. Liaw
Simon Jang
C.S. Yoo
Jun He
Geoffrey Yeap
Chris Horng-Dar Lin
Jonathan Lee
Arthur Chuang
L.C. Lu
K.C. Hsu
139,283,107
156,214,664
2,103,179
2,498,979
1,549,049,735
1,679,252,719
1,311,694,719
-
1,311,694,719
-
0.2953%
0.3098%
159,153,629
176,085,186
2,403,226
2,799,026
1,947,899,966
2,078,102,950
1,652,154,180
-
1,652,154,180
-
0.3700%
0.3846%
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: Senior Vice President Mr. J.K. Wang retired, effective May 7, 2022. Vice President Ms. Connie Ma retired, effective November 1, 2022. Vice President Dr. Marvin Liao retired, effective November 11, 2022. The
pension payment to Mr. J.K. Wang, Ms. Connie Ma and Dr. Marvin Liao amounts to NT$34,518,105.
Note 3: Pensions funded according to applicable law.
Note 4: The above-mentioned figures include the expense for the business performance bonuses distributed in May, August, November 2022 & February 2023, and Company cars and gasoline reimbursements.
Note 5: Total compensation paid to the executive officers from TSMC in 2021 accounted for 0.3788% of 2021 net income. Total compensation paid to the executive officers from all consolidated entities in 2021
accounted for 0.3987% of 2021 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
From TSMC
Rick Cassidy
None
None
None
None
None
None
2022
From All Consolidated Entities and Non-consolidated Affiliates
None
None
None
None
None
None
None
NT$30,000,000 ~ NT$49,999,999
J.K. Wang (Note 2)
J.K. Wang (Note 2)
NT$50,000,000 ~ NT$99,999,999
Over NT$100,000,000
Connie Ma (Note 2), Marvin Liao (Note 2), Y.H. Liaw, Simon Jang, C.S. Yoo,
Jun He, Geoffrey Yeap, Chris Horng-Dar Lin, Jonathan Lee, Arthur Chuang,
L.C. Lu, K.C. Hsu
Connie Ma (Note 2), Marvin Liao (Note 2), Y.H. Liaw, Simon Jang, C.S. Yoo,
Jun He, Geoffrey Yeap, Chris Horng-Dar Lin, Jonathan Lee, Arthur Chuang,
L.C. Lu, K.C. Hsu
C.C. Wei, Wendell Huang, Lora Ho, Wei-Jen Lo, Y.P. Chin, Y.J. Mii, J.K. Lin,
Cliff Hou, Kevin Zhang, Sylvia Fang, Y.L. Wang, Douglas Yu, T.S. Chang,
Michael Wu, Min Cao
C.C. Wei, Wendell Huang, Lora Ho, Wei-Jen Lo, Rick Cassidy, Y.P. Chin, Y.J.
Mii, J.K. Lin, Cliff Hou, Kevin Zhang, Sylvia Fang, Y.L. Wang, Douglas Yu, T.S.
Chang, Michael Wu, Min Cao
Total
29
29
036
037
-
-
-
-
2.5.3 Employees’ Profit Sharing Paid to Management Team
Unit: NT$
Title
Chief Executive Officer
Vice President, Chief Financial Officer/Spokesperson
Senior Vice President
Senior Vice President
Senior Vice President/CEO & President of TSMC Arizona
Senior Vice President
Senior Vice President
Senior Vice President/Chief Information Security Officer
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
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President and Chief Information Officer
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
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 (Note)
Cliff Hou
Kevin Zhang
Sylvia Fang
Connie Ma (Note)
Y.L. Wang
Douglas Yu
T.S. Chang
Michael Wu
Min Cao
Marvin Liao (Note)
Y.H. Liaw
Simon Jang
C.S. Yoo
Jun He
Geoffrey Yeap
Chris Horng-Dar Lin
Jonathan Lee
Arthur Chuang
L.C. Lu
K.C. Hsu
Note: Senior Vice President Mr. J.K. Wang retired, effective May 7, 2022. Vice President Ms. Connie Ma retired, effective November 1, 2022. Vice President Dr. Marvin Liao retired, effective November 11, 2022.
Stock
(Fair Market Value)
-
-
-
-
Cash
289,768,390
50,691,071
Total
Total Profit Sharing Paid to Management
Team as a % of Net Income
289,768,390
50,691,071
0.0285%
0.0050%
1,311,694,719
1,311,694,719
0.1290%
1,652,154,180
1,652,154,180
0.1625%
038
039
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, TSMC Board of
Directors set up the “Audit Committee” and the “Compensation Committee” in 2002 and 2003 respectively. To continue to make
our corporate governance more comprehensive, the TSMC Board took a step further in February 2023 to expand and strengthen the
functions and responsibilities of its committees, including renaming the “Audit Committee” to the “Audit and Risk Committee”, and
the renaming the “Compensation Committee” to the “Compensation and People Development Committee”. In addition, in order to
strengthen the selection mechanism for directors, build diversified and professional board, TSMC’s Board of Directors approved the
establishment of the “Nominating, Corporate Governance and Sustainability Committee” referencing international practices. Each
Committee supports the Board to fulfill its responsibilities and each Committee’s chairperson regularly reports to the Board on its
activities and recommendations.
2022 Corporate Governance Awards and Ratings
Organization
Dow Jones Sustainability Indices (DJSI)
MSCI ESG Indexes
Sustainalytics
ISS ESG
FTSE4Good Index
Corporate Knights
Taiwan Stock Exchange
CommonWealth Magazine
Institutional Investor Magazine
Forbes
FORTUNE
Asiamoney
Awards
Dow Jones Sustainability World Index for the 22nd consecutive year
Dow Jones Sustainability Emerging Markets Index
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
Company ESG Risk Ratings: Low ESG Risk – Semiconductor Industry
“Prime” Rated by ISS ESG Corporate Rating
FTSE4Good Emerging Index component
FTSE4Good All-World Index component
FTSE4Good TIP Taiwan ESG Index component
2022 Global 100 Most Sustainable Corporations
Semiconductor Company Top 100
Top 5% in Corporate Governance Evaluation of Listed Companies for the 8th consecutive year
Excellence in Corporate Social Responsibility Award – Honorable Legion of Corporate Sustainability
Semiconductor Company Top 100
Most Honored Company (Technology/Semiconductors) – All-Asia
Best Overall ESG (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
The World’s Top 10 Largest Technology Companies in 2022
World’s Best Employers
2022 World’s Most Admired Companies
Fortune Global 500
2022 Asia’s Outstanding Companies – Semiconductors & Semiconductor Equipment Sector for the 5th consecutive year
Taiwan Institute of Sustainable Energy
IFI Claims Patent Services
Taiwan Top 10 Sustainability Exemplary Awards for the 7th consecutive year
Ranked as 3rd in 2022 Top 50 US Patent Assignees
3.2 Board of Directors
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; 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;
currently Chairman of Delta Electronics Inc.,
Mr. Yancey Hai; and former President of
MIT, Mr. L. Rafael Reif.
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. Independent Directors constitute 60% of the Board.
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 appoint and dismiss officers of the Company when necessary, to evaluate the
management’s performance and to review the succession plan for senior executives. 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 critical matters, such as capital appropriations, investment activities, dividends,
etc.
042
043
The fourth duty of the Board of Directors is to provide guidance to the Company’s management team and risk management. In
each quarter, TSMC’s management reports to the Board on various subjects (including ESG programs) and strategies, and spends
substantial time and effort to communicate with the Board. The Board would comment on the risk and probabilities for success of
the proposed corporate strategies. The Board also periodically oversees those strategies’ implementation and outcomes, and may
suggest the management team to make adjustments to the strategic goals and objectives if necessary.
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 as world-class business leaders and understanding from diverse backgrounds. TSMC has
establishes the “Guidelines for Nomination of Directors” that set out the procedures and criteria for the nomination, qualification
and evaluation of Director candidates to be nominated by the Board of Directors, and provide that “Nominating, Corporate
Governance and Sustainability Committee” will propose independent director candidates to the Board of Directors. The
independence of each independent director candidate is also considered and assessed under relevant laws.
Directors shall be elected pursuant to the candidate nomination system specified in Article 192-1 of the R.O.C. Company Law. The
tenure of office for Directors shall be three years. The independence of each independent director candidate is also considered and
assessed under relevant law such as the Taiwan “Regulations Governing Appointment of Independent Directors and Compliance
Matters for Public Companies”. Under R.O.C. law, in which TSMC was incorporated, any shareholders holding one percent or
more of our total outstanding common shares may nominate their own candidate to stand for election as a Board member. This
democratic mechanism allows our shareholders to become involved in the selection and nomination process of Board candidates.
The final slate of candidates is put to the shareholders for voting at the relevant annual shareholders’ meeting.
There are no limits on the number of terms that a director may serve. We believe the Company benefits from the contributions of
directors who have over their years of dedicated service acquired unique insights into the operations and financial developments of
the Company. The Company reviews the appropriateness of each director’s continued service to ensure there are new viewpoints
available to the Board.
Directors’ Compensation
According to TSMC’s Articles of Incorporation, the Board of Directors is authorized to determine the salary for the Chairman, Vice
Chairman and Directors, taking into account the extent and value of the services provided for the management of the Corporation
and the standards of the industry within the R.O.C. and overseas.
TSMC’s Articles of Incorporation also state that not more than 0.3 percent of our annual profits may be distributed as compensation
to our directors. In addition, directors who also serve as executive officers of the Company are not entitled to receive any director
compensation. According to TSMC’s Compensation Committee Charter, the distribution of compensation to directors shall be made
in accordance with TSMC’s “Rules for Distribution of Compensation to Directors” based on the following principles: (1) directors
who also serve as executive officers of the Company are not entitled to receive compensation; (2) the compensation for independent
directors may be higher than other directors, as all independent directors also serve as members of the Audit Committee and
Compensation Committee and thus participate in the discussions as well as resolutions of related committee meetings in accordance
with the charter of each committee; and (3) the compensation for overseas independent directors may be higher than domestic
independent directors, as they require additional time to attend quarterly meetings in Taiwan.
Directors’ Professional Qualifications and Independent Directors’ Independence Status
Criteria
Professional Qualification and Experience
Independent Directors’ Independence Status
Name/Title
Mark Liu
Chairman
C.C. Wei
Vice Chairman
Ming-Hsin Kung
Director
F.C. Tseng
Director
Sir Peter L. Bonfield
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif
Independent Director
Not Applicable
For Directors’ professional qualification and
experience, please refer to “2.4.1 Information
Regarding Board Members” on page 24-29 of this
Annual Report.
None of the Directors has been in or is under any
circumstances stated in Article 30 of the Company
Law. (Note 1)
All of the following situations apply to each and every of the Independent Directors:
1. Satisfy the requirements of Article 14-2 of “Securities and Exchange Act” and
“Regulations Governing Appointment of Independent Directors and Compliance
Matters for Public Companies” (Note 2) issued by Taiwan’s Securities and Futures
Bureau
2. Independent Director (or nominee arrangement) as well as his/her spouse and minor
children do not hold any TSMC common shares
3. Received no compensation or benefits for providing commercial, legal, financial,
accounting services or consultation to the Company or to any its affiliates within
the preceding two years, and the service provided is either an “audit service” or a
“non-audit service”
Number of Other
Taiwanese Public
Companies Concurrently
Serving as an Independent
Director
0
0
0
0
0
0
0
0
1
0
Note 1: A person shall not act in a management capacity for a company, and if so appointed, must be immediately discharged if they have been:
1. Convicted for a violation of the Statutes for the Prevention of Organizational Crimes and: has not started serving the sentence; has not completed serving the sentence; or five years have not elapsed since
completion of serving the sentence, expiration of probation, or pardon;
2. Convicted for fraud, breach of trust or misappropriation, with imprisonment for a term of more than one year, and: has not started serving the sentence; has not completed serving the sentence; or two years
have not elapsed since completion of serving the sentence, expiration of probation, or pardon;
3. Convicted for violation of the Anti-Corruption Act, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving the sentence,
expiration of probation, or pardon;
4. Adjudicated bankrupt or adjudicated to commence a liquidation process by a court, and having not been reinstated to his or her rights and privileges;
5. Sanctioned for unlawful use of credit instruments, and the term of such sanction has not expired yet;
6. if she/he does not have any or limited legal capacity; or
7. if she/he has been adjudicated to require legal guardianship and such requirement has not been revoked yet.
Note 2: 1. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
2. Not serving concurrently as an independent director on more than three other Taiwanese public companies in total.
3. During the two years before being elected and during the term of office, meet any of the following situations:
(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; and
(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 NT$500,000”.
044
045
Board Diversity and Independence
TSMC establishes the “Guidelines for Nomination of Directors” that set out the procedures and criteria for the nomination,
qualification and evaluation of candidates for Directors. The members of TSMC Board of Directors are nominated via rigorous
selection processes. It not only considers background diversity, professional competence and experience, but also attaches great
importance to his/her personal reputation on ethics and leadership. The Company aims to have at least of 50% independent
directors and at least one female director to serve on the Board. Presently, the ten members of the Board of Directors represent
diversified perspectives, including a complementary mix of skills, experiences, and backgrounds such as that from the industry,
academia, and in law. These professionals, including a female board member, are citizens from Taiwan, Europe and the U.S. with
world-class business operating experiences. The six Independent Directors constitute 60% of the Board, and there is no marital
or is within the second degree of kinship relationship between or among the Directors. As such, the Board of Directors carries
independence. The following table demonstrates the implementation of the diversity policy for Board members:
Implementation of the Diversity Policy for Board Members
Title
Name
Gender
Nationality
Age
Employed by TSMC
Business
Technology
Finance/Accounting
Legal
Sales and Marketing
Cybersecurity
Others
Leadership Skill
Strategic Decision-making
Global Market Perspective
Industry Experience
Financial
Operating and
Manufacturing
Business Development
Risk/Crisis Management
Environmental Sustainability
Social Engagement
Chairman
Vice
Chairman
Director
Independent Director
Mark Liu
C.C. Wei
F.C. Tseng
Ming-Hsin
Kung
Sir Peter L.
Bonfield
Kok-Choo
Chen
Michael R.
Splinter
Moshe N.
Gavrielov
Yancey Hai
L. Rafael Reif
Male
U.S.
66-70
Male
R.O.C.
66-70
Male
R.O.C.
76-80
Male
R.O.C.
56-60
Male
UK
76-80
Female
R.O.C.
71-75
Male
U.S.
71-75
Male
U.S.
66-70
Male
R.O.C./U.S.
71-75
Male
U.S.
71-75
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
Professional Knowledge and Expertise
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
Skills and Experience
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
Innovation/
R&D/
Education/
Training
V
V
V
V
V
V
V
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, as well as risk management 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 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;
● Self-assessment of the Committee’s performance; and
● Any other matters that shall be reviewed by the Audit Committee Meeting as required by relevant laws and regulations or the
Audit Committee Charter, or that are deemed to be material by the regulatory authorities.
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.
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.
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 its charter, the
committee shall consist of no fewer than three independent directors of the Board, whereas the actual 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’s or executive officer’s compensation.
046
047
Information Regarding Compensation Committee Members
Criteria
Name/Title
Michael R. Splinter (Chair)
Independent Director
Sir Peter L. Bonfield
Independent Director
Kok-Choo Chen
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif
Independent Director
Professional Qualification and Experience
Independent Directors’ Independence Status
Number of Other
Taiwanese Public
Companies Concurrently
Serving as a Compensation
Committee Member
TSMC’s Compensation Committee is comprised
of all six independent directors. For members
professional qualification and experience, please
refer to “2.4.1 Information Regarding Board
Members” on page 24-29 of this Annual Report.
All the Compensation Committee members meet any of the following situations:
1. Satisfy the requirements of Article 14-6 of “Securities and Exchange Act” and
the requirements of “Regulations Governing the Appointment and Exercise of
Powers by the Compensation Committee of a Company Whose Stock is Listed on
the Taiwan Stock Exchange or the Taipei Exchange” (Note) issued by Taiwan’s
Securities and Futures Bureau
2. Independent Director (or nominee arrangement) as well as his/her spouse and
minor children do not hold any TSMC common shares
3. Received no compensation or benefits for providing commercial, legal, financial,
accounting services or consultation to the Company or to any its affiliates within
the preceding two years, and the service provided is either an “audit service” or
a “non-audit service”
0
0
0
0
1
0
Note: During the two years before being elected and during the term of office, meet any of the following situations:
(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; and
(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 NT$500,000”.
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
40-66 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 2022,
the average Board Meeting attendance rate was 100% and the attendance rate for the Audit Committee and Compensation
Committee’s Meetings were 93% and 97% respectively.
Board of Directors Meeting Status
Tenures of the Board of Directors members are from July 26, 2021 to July 25, 2024. Dr. Mark Liu, TSMC’s Chairman of the Board of
Directors convened four regular meetings and one special meeting in 2022. 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
Ming-Hsin Kung
(Representative of National Development Fund, Executive
Yuan)
F.C. Tseng
Sir Peter L. Bonfield
Kok-Choo Chen
Michael R. Splinter
Moshe N. Gavrielov
Yancey Hai
L. Rafael Reif
Attendance in
Person
By Proxy
Attendance Rate
in Person (%)
Notes
5
5
5
5
5
5
5
5
5
5
0
0
0
0
0
0
0
0
0
0
100%
None
100%
None
100%
None
100%
None
100%
None
100%
None
100%
None
100%
None
100%
None
100%
None
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 an objection or reservation.
B. Recusals of Directors due to conflicts of interests: Directors recused themselves from the discussion and voting of their compensation resolution.
C. Measures taken to strengthen the functionality of the Board:
- 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. Our Board has six independent directors who constitute 60% of the Board.
- 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.
Audit Committee Meeting Status
Tenures of the Audit Committee members are from July 26, 2021 to July 25, 2024. Sir Peter L. Bonfield, Chairman of the Audit
Committee, convened four regular meetings in 2022. In addition to these meetings, he also convened one special meeting and
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. The Committee members and consultant’s attendance status is as follows.
Title
Name
Attendance in
Person
By Proxy
Attendance Rate in
Person (%)
Telephone
Conferences
Attendance Rate
of Telephone
Conferences (%)
Notes
Chair
Member
Member
Member
Member
Member
Financial Expert
Consultant
Sir Peter L. Bonfield
Kok-Choo Chen
Michael R. Splinter
Moshe N. Gavrielov
Yancey Hai
L. Rafael Reif
Jan C. Lobbezoo
5
5
5
5
5
3
5
0
0
0
0
0
2
0
100%
100%
100%
100%
100%
60%
100%
3
3
2
3
3
2
3
100%
100%
67%
100%
100%
67%
100%
None
None
None
None
None
None
None
(Continued)
048
049
Annotations:
A. (1) Resolutions related to Securities and Exchange Act §14-5:
Audit Committee Meeting
Date
Resolution
2022 1st Regular Meeting
February 14
2022 1st Special Meeting
April 12
2022 2nd Regular Meeting
May 9
2022 3rd Regular Meeting
August 8
● 2021 annual financial statements
● 2021 business report
● 2021 fourth quarter earnings distribution
● Amendments to TSMC’s “Procedures for Acquisition or Disposal of Assets”
● Issuance of total 1,387,000 shares of 2021 employee restricted stock awards
● Issuance of 2022 employee restricted stock awards
● Ratification of the comfort letter service already provided for the 3.5 billion U.S. bond issuance by Deloitte
● Additional 2022 service fees to Deloitte for TSMC Japan 3DIC R&D Center
● 2021 Statement of Internal Control System
● Amendments to the issuance of 2022 employee restricted stock awards
● 2022 first quarter financial statements
● 2022 first quarter business report
● 2022 first quarter earnings distribution
● Amendments to TSMC’s internal control related policies and procedures
● 2022 second quarter financial statements
● 2022 second quarter business report
● 2022 second quarter earnings distribution
● Ratification of TSMC’s security investments classified as non-current assets
● Ratification of additional 2022 service fees and out-of-pocket expenses to Deloitte for Global Employee Stock Purchase Plan and TSMC Nanjing
● The comfort letter service, and the additional service & service fee for the review of IFRS interim financial statements by Deloitte for the planned U.S. bond issuance
2022 4th Regular Meeting
November 7
● 2022 third quarter financial statements
● 2022 third quarter business report
● 2022 third quarter earnings distribution
● Mr. Jimmy Wu as the new engagement partner of Deloitte for TSMC starting from 2023, and 2023 service fees and out-of-pocket expenses for Deloitte
Independent directors’ objections, reservations or major suggestions: 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.
(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 2022.
B. There were no recusals of independent directors due to conflicts of interests in 2022.
C. Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors in 2022 (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 2022, 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 2022, 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
Date
Communications between the Independent Directors and
the Internal Auditors
Communications between the Independent Directors and the Independent
Auditors
● Internal Auditor’s report (Closed Door Session)
● Report on SOX 404 self-testing results for the year 2021 (Closed
Door Session)
● 2021 Statement of Internal Control System (Closed Door Session)
● External auditor relationship (i.e. qualification, performance and independence)
● Report of regulatory developments
● Any audit problems or difficulties and management’s response in connection with 2021
annual financial statements (Closed Door Session)
● Internal Auditor’s report (Closed Door Session)
● Amendments to TSMC’s internal control related policies and
procedures (Closed Door Session)
● Internal Auditor’s report (Closed Door Session)
● The result of 2021 CPA evaluation questionnaire
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2022
first quarter financial statements (Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2022
second quarter financial statements (Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2022
third quarter financial statements (Closed Door Session)
2022 4th Regular Meeting
November 7
● Internal Auditor’s report (Closed Door Session)
● 2023 internal audit plan (Closed Door Session)
2022 1st Regular Meeting
February 14
2022 2nd Regular Meeting
May 9
2022 3rd Regular Meeting
August 8
Compensation Committee Meeting Status
Tenures of the Compensation Committee members are from July 26, 2021 to July 25, 2024. Mr. Michael R. Splinter, Chairman of
the Compensation Committee, convened four regular meetings and one special meeting in 2022. Committee member attendance is
as follows.
Title
Chair
Member
Member
Member
Member
Member
Name
Michael R. Splinter
Sir Peter L. Bonfield
Kok-Choo Chen
Moshe N. Gavrielov
Yancey Hai
L. Rafael Reif
Attendance in Person
By Proxy
Attendance Rate in Person (%)
Notes
5
5
5
5
5
4
0
0
0
0
0
1
100%
None
100%
100%
None
None
100%
None
100%
None
80%
None
Annotations:
A. In 2022, the Compensation Committee conducted four regular meetings on February 14, May 9, August 8 as well as November 7. The Committee also conducted one special meeting on April 12. The discussion
items were as follows:
- Report on 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 same in the Annual Report
- Grant of Employee restricted stock awards for 2021
- Employee restricted stock awards rules for 2022
- Global Employee Stock Purchase Plan
- Organization and Succession Discussion
All of the above matters were reviewed and/or approved by the Compensation Committee.
B. The Board of Directors adopted all recommendations of the Compensation Committee without modification.
C. There were no written or otherwise recorded resolutions on which any member of the Compensation Committee had an objection or reservation opinion.
Board of Directors’ Performance Evaluation Implementation Status
Evaluation Cycle
Evaluation Period
Evaluation Scope
Evaluation Method
Evaluation Aspect
Annual
From January 1, 2022 to December
31, 2022
● The Board of Directors as a
whole
● The individual directors
● The Audit Committee
● Internal assessment of the
Board
● 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
Result: all of the above matters were reviewed and/or approved by the Audit Committee whereupon independent directors raised no objection.
The Company completed self-assessments of Board performance in 2022 and reported the results to the Board of Directors at its
first quarter meeting in 2023 for review and improvement. The weighted average score for the overall performance of the Board
of Directors is 4.76 out of 5, that included an average score of 4.9 on a particular assessment item “The board has sufficient
discussions over the Company’s involvement in the implementation of ESG programs”. The weighted average score for the
performance of the individual directors is 4.9 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.
050
051
3.3 Major Decisions of Shareholders’ Meeting and Board Meetings
(4) Regular Board Meeting of November 7 & 8, 2022:
3.3.1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2022 Annual Shareholders’ Meeting in Hsinchu, Taiwan on June 8, 2022. At the meeting, shareholders present in
person or by proxy approved the following resolutions:
(1) The 2021 Business Report and Financial Statements. Consolidated revenue totaled NT$1,587.42 billion and net income was
NT$596.54 billion, with diluted earnings per share of NT$23.01;
(2) The revisions to TSMC’s Articles of Incorporation; and
(3) The issuance of employee restricted stock awards for year 2022.
Implementation Status
All the resolutions of the Shareholders’ Meeting have been fully implemented in accordance with the resolutions.
3.3.2 Major Resolutions of Board Meetings
During 2022 and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:
(1) Board Meeting of February 14 & 15, 2022:
● approving the 2021 Business Report and Financial Statements;
● approving the distribution of a NT$2.75 per share cash dividend for the fourth quarter of 2021, and setting June 22, 2022 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 2021;
● approving capital appropriations of approximately US$20,944.17 million for purposes including: 1. Installation and upgrade
of advanced technology capacity; 2. Installation of mature and specialty technology capacity; 3. Installation of advanced
packaging capacity; 4. Fab construction, and installation of fab facility systems; 5. Second quarter through fourth quarter 2022
R&D capital investments and sustaining capital expenditures;
● approving the issuance of unsecured corporate bonds in the domestic market for an amount not to exceed NT$60 billion, and
the issuance of US dollar-denominated unsecured corporate bonds in Taiwan’s International Bond Market for an amount not
to exceed US$1 billion, to finance TSMC’s capacity expansion and/or pollution prevention related expenditures;
● approving the issuance of 1,387,000 shares of 2021 employee restricted stock awards (RSAs). In order to offset dilution from
the increase of outstanding shares due to the above-mentioned issuance, the board approved a share buyback program for
TSMC to buy back its common shares on the Taiwan Stock Exchange. In addition, approving the issuance of no more than
2,960,000 common shares of RSAs for the year 2022, which will be submitted to the 2022 Annual Shareholders’ Meeting for
approval; and
● convening the 2022 Annual Shareholders’ Meeting.
(2) Regular Board Meeting of May 9 & 10, 2022:
● approving the distribution of a NT$2.75 per share cash dividend for the first quarter of 2022, and setting September 21, 2022
as the record date for common stock shareholders entitled to participate in this cash dividend distribution;
● approving capital appropriations of approximately US$16,757.67 million for purposes including: 1. Installation and upgrade
of advanced technology capacity; 2. Installation of mature and specialty technology capacity; 3.Installation and upgrade of
advanced packaging capacity; 4.capitalized leased assets; and
● approving the Global Employee Stock Purchase Plan which applies to all regular employees of TSMC and its wholly owned
subsidiaries.
(3) Regular Board Meeting of August 8 & 9, 2022:
● approving the distribution of a NT$2.75 per share cash dividend for the second quarter of 2022, and setting December 21,
2022 as the record date for common stock shareholders entitled to participate in this cash dividend distribution;
● approving capital appropriations of approximately US$9,234.73 million for purposes including: 1. Installation and expansion of
advanced technology capacity; 2. Installation of mature and specialty technology capacity; and
● approving the provision of a guarantee to TSMC Arizona, a wholly-owned subsidiary of TSMC, for its issuance of US
dollar-denominated senior unsecured corporate bonds for an amount not to exceed US$4 billion, to finance TSMC’s capacity
expansion.
052
● approving the distribution of a NT$2.75 per share cash dividend for the third quarter of 2022, and setting March 22, 2023 as
the record date for common stock shareholders entitled to participate in this cash dividend distribution; and
● approving capital appropriations of approximately US$5,717.19 million for purposes including: 1. Installation and upgrade
of advanced technology capacity; 2. Installation of specialty technology capacity; 3. Fab construction, and installation of fab
facility systems; 4. 2023 R&D capital investments and sustaining capital expenditures; 5. 2023 capitalized leased assets.
(5) Regular Board Meeting of February 13 & 14, 2023:
● approving the 2022 Business Report and Financial Statements;
● approving the distribution of a NT$2.75 per share cash dividend for the fourth quarter of 2022, and setting June 21, 2023 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 2022;
● approving capital appropriations of approximately US$6,959.5 million for purposes including: 1. Installation and upgrade
of advanced technology capacity; 2. Installation of specialty technology capacity; 3. Fab construction, and installation of fab
facility systems;
● approving the capital injection of not more than US$3.5 billion to TSMC Arizona, a wholly-owned subsidiary of TSMC;
● approving the issuance of unsecured corporate bonds in the domestic market for an amount not to exceed NT$60 billion to
finance TSMC’s capacity expansion and/or pollution prevention related expenditures;
● approving the issuance of 2,110,000 shares of 2022 employee restricted stock awards (RSAs). In addition, approving the
issuance of no more than 6,249,000 common shares of RSAs for the year 2023, which will be submitted to the 2023 Annual
Shareholders’ Meeting for approval; and
● convening the 2023 Annual Shareholders’ Meeting.
3.3.3 Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed
by the Board of Directors in 2022 and as of the Date of this Annual Report: None.
3.4 Taiwan Corporate Governance Implementation as Required by 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 Division, Shareholders Services & SEC Compliance
Department, Legal, 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)
053
Assessment Item
3. Composition and Responsibilities of the Board of Directors
(1) Has the Board of Directors established a diversity policy, set goals, and
implemented them 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?
(4) Does the Company regularly evaluate its external auditors’ independence?
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)?
Implementation Status
Yes
No
Explanation
Non-
implementation
and Its Reason(s)
None
V
V
V
V
V
(1) Please refer to “3.2 Board of Directors – Board Diversity and Independence” on
page 46 of this Annual Report.
(2) Audit Committee (founded in 2002); Compensation Committee (founded
in 2003); Nominating, Corporate Governance and Sustainability Committee
(founded in 2023); 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 quarterly to the Board of Directors on the implementation of plans
and results.
(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.
Each year, TSMC conducts regular Board performance self-evaluation in form
of written questionnaires for the Board, individual directors, and 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 2022 and
reported the results to the Board of Directors at its first quarter meeting in
2023 for review and improvement. The weighted average score for the overall
performance of the Board of Directors is 4.76 out of 5, that included an
average score of 4.9 on a particular assessment item “The board has sufficient
discussions over the Company’s involvement in the implementation of ESG
programs”. The weighted average score for the performance of the individual
directors is 4.9 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.
(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 and Suitability” on page 66 of this
Annual Report.
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.
None
(Continued)
Assessment Item
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
Implementation Status
Yes
No
Explanation
Non-
implementation
and Its Reason(s)
None
None
None
Depending on the situation, the Company’s Investor Relations Division, Public
Relations Division, Shareholders Services & SEC Compliance Department, Human
Resources Organization, Customer Service Department, Procurement Department
and ESG 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
sustainability and any other issues. For details, please refer to “7. Environmental,
Social and Governance (ESG)” on page 148-173 of this Annual Report and
“Materiality Analysis and Stakeholder Communication” of TSMC’s Sustainability
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 Division, 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 Spokesperson and Deputy Spokesperson 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 “5.6 Human
None
Capital” on page 109-116 of this Annual Report.
(2) For investor relations, supplier relations and rights of stakeholders, please refer
to “7. Environmental, Social and Governance (ESG)” on page 148-173 of this
Annual Report.
(3) For Directors’ training records, please refer to “Continuing Education/Training
of Directors in 2022” on page 55-56 of this Annual Report.
(4) For Risk Management Policies and Risk Evaluation, please refer to “6.3 Risk
Management” on page 131-146 of this Annual Report.
(5) For Customer Relations Policies, please refer to “5.4 Customer Trust” on page
106-108 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 2022 is as follows:
(1) The TSMC Board set up the “Audit Committee” and the “Compensation Committee” in 2002 and 2003 respectively. In order to make our corporate governance more comprehensive, the TSMC Board took a
step further in February 2023 to expand and strengthen the functions and responsibilities of its committees, including renaming the “Audit Committee” to the “Audit and Risk Committee”, and the renaming
the “Compensation Committee” to the “Compensation and People Development Committee”. It also established a “Nominating, Corporate Governance and Sustainability Committee” of the Board of
Directors.
(2) ESG Quarterly Report: Regularly report to the Board of Directors on a quarterly basis.
Continuing Education/Training of Directors in 2022
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, and regulatory compliance, etc.;
● At quarterly Audit Committee meetings, TSMC’s General Counsel and the Company’s independent auditors provide regulatory
update reports and legal compliance status; 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.
054
055
Name
Mark Liu (Note)
F.C. Tseng
Michael R. Splinter
Date
03/16
05/19
07/13
11/30
04/28
12/13
06/13
06/15
11/02
Host by
Training/Speech Title
East Asia Economic Caucus (EAEC)
Global Semiconductor Industry Trends and TSMC’s Development in Japan
Taiwan Semiconductor Industry Association (TSIA)
2022 World Semiconductor Council (WSC) Meeting
SEMI
SEMICON West 2022 Hybrid – Global Sustainability Summit
The Third Wednesday Club
Opportunities and Challenges for Taiwan Semiconductor Industry
Taiwan Corporate Governance Association
Making Sustainability the New Normal
Taiwan Corporate Governance Association
The Risk and Opportunities of Climate Change
SolarEdge Technologies
Executive Training – Leadership (Note)
NASDAQ
NASDAQ
Regulation and Governance Trends
Director Knowledge Exchange – Trends in Boardroom (Note)
Moshe N. Gavrielov
09/21-23
McKinsey & Company
T-30 Semiconductor Executive/Board Member Event
Yancey Hai
02/24
07/28
Taiwan Corporate Governance Association
Latest Developments and Legislative Amendment Trends in International and
Domestic Tax
Taiwan Corporate Governance Association
Net-zero Emissions, Carbon Neutrality, and Corporate Compliance
Note: Selected speeches on corporate governance and related topics.
Continuing Education/Training of Corporate Governance Officer in 2022
Name
Vice President and
General Counsel
Corporate Governance
Officer
Sylvia Fang
Date
04/22
10/19
12/21
Host by
Training/Speech Title
Taiwan Corporate Governance Association
Net-zero Emissions, Carbon Neutrality, and Corporate Compliance
Taiwan Corporate Governance Association
The 18th Corporate Governance Summit Forum – Boosting Board Directors’
Competencies for Effective Sustainable Corporate Governance
Taiwan Corporate Governance Association
Introduction of Hostile Takeovers and Regulation Compliance
Duration
0.75 hour
2 hours
0.25 hour
1 hour
3 hours
3 hours
2 hours
4 hours
2 hours
16 hours
3 hours
3 hours
Duration
3 hours
6 hours
3 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, abuse or embezzlement 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.
Specifically, every TSMC employee must adhere to the following:
● Do not advance personal interests at the expense of or in conflict with the Company;
● Refrain from corruption (including collusion with others), bribery, unfair competition, fraud, extortion, 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.
The protection of intellectual properties is also an important part of the Ethics Code. 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.
With regarding to 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 of Ethics Culture: Our ethics program is implemented in four ways by all of TSMC’s Board members, officers, and
employees. First, the TSMC management team sets the “tone from top” by acting in accordance with the Ethics Code so that they
will 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 TSMC departments and subsidiaries are required to conduct Control Self-Assessment (CSA) tests
annually in reviewing employees’ awareness of the Ethics Code, and to evaluate and strengthen the effectiveness of internal control
related to the Ethics Code. The CSA results are reviewed to track the results of our compliance program. In addition, all employees
must disclose any matters that cause, or may cause, actual or potential conflict of interest. In addition to this proactive disclosure
requirement, employees with specific job grades or job responsibilities must annually declare any relationships that may constitute a
conflict of interest, which enables TSMC to take necessary arrangements and report the results to the Audit Committee.
Internal Auditing: The Internal Auditor of TSMC plays a critical role in ensuring the Company’s compliance with the Ethics Code
and relevant rules and regulations. To ensure that our financial, managerial, and operating information is accurate, reliable, and
timely and that our employees’ actions are in compliance with applicable policies, standards, procedures, laws and regulations, our
Internal Auditor conducts audits of various control points within the Company in accordance with its annual audit plan approved by
the Board of Directors and subsequently reports its audit findings and remedial issues to the Board and management on a regular
basis.
Training and Promotion: To promote awareness to our employees of their responsibilities under the Ethics Code, we publish our
Ethics Code and related policies and documents on our intranet and, provide training courses, posters, emails, and other diversified
ways to advocate the Company’s core values and compliance system. 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 2022, there were 67,922 attendances that completed
the“Annual Ethics and Compliance Training Course” (mandatory 0.5 hour online course) at TSMC and its subsidiaries, reaching
99.9% completion rate.
056
057
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 global 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 and online programs to prevent any unethical conduct and detect any sign of Ethics Code violations.
In 2022, we held a sustainable supply chain ESH forum to share/exchange practical experiences on topics such as the Ethics Code,
environmental protection, and occupational safety. 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
TSMC has established and published its “Complaint Policy and Procedure for Certain Accounting & Legal Matters” and pledges
to comply with the relevant regulations in the policy. Open and multiple reporting channels are available for internal and external
voices to protect the rights and interests of stakeholders and the Company. All reported incidents collected from reporting channels
inside or outside of TSMC are properly recorded and traced. TSMC also prohibits any form of retaliation by providing proper
protection for any individual who in good faith reports a suspected violation or participates in an investigation. In 2022, the Ethics
Committee held a total six meetings to examine major reported incidents under investigation.
TSMC investigates each individual case according to its characteristics through specific divisions, and treats every received case
seriously, carefully, and effectively to ensure the accuracy of the investigation. The TSMC Ethics Committee will evaluate each case
to determine whether it is an exceptional case or whether it results from systemic issues of insufficient awareness in ethics. This
allows TSMC to continue evaluating whether it is necessary to improve its management and internal control procedures. Awareness
such as emails to employees describing the violations and disciplinary actions in each quarter are conducted to promote employees’
awareness and avoid recurrence of similar incidents.
Ethics Code Violation Disciplinary Action
We do not tolerate any violation of the Ethics Code and treat every possible violation incident seriously. Each violator of the
Ethics Code (or relevant regulations) will be severely disciplined to the full extent of our policies and the law, up to and including
immediate dismissal, termination of business relationship, and judicial prosecution as appropriate.
3.5.1 Taiwan Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory
Causes for the
Difference
None
Commission
Assessment Item
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 Sustainability 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, emails,
and other diversified ways to advocate the company’s core values and compliance.
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. Each 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.
In 2022, TSMC did not receive any reports related to finance, accounting or antitrust matters, nor did we receive any complaints
concerning breach of customer privacy and loss of customer data, or any material regulatory violations (where a fine exceeds NT$1
million), including non-monetary sanctions.
(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?
In 2022, the incidents reported through the Audit Committee Whistleblower System, Ombudsman System, and Irregular Business
Conduct Reporting System totaled 335. Among them, 217 cases were related to people management/employee relations, 107 cases
were categorized as others (e.g., asking personal questions or private matters), and 11 cases were related to ethics. Four incidents
were verified upon investigation and determined for disciplinary action by the Ethics Committee. In 2022, TSMC leveraged the four
violations to strengthen ethics promotion for all employees in supplier-related activities. Below is a summary 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
FY2018
FY2019
FY2020
FY2021
150
14
1
3
3
205
26
2
4
4
246
22
6
4
2
327
17
4
14
11
FY2022
335
11
4 (Note 1)
19
14 (Note 2)
Note 1: Of the four verified cases: One incident involved employees who failed to notice the price listed on order was different from the Company’s quotation and one employee received major demerit and one
employee received warning. One incident involved employees who approached vendors for business without authorization in pursuit of personal interest. The Company took progressive disciplinary actions
according to the nature and severity of each misconduct, including dismissal for one employee. One incident involved an employee who engaged in inappropriate interactions and received a probation. One
incident involved an employee who asked vendor to provide services for personal benefit and received warning.
Note 2: Employees who violated Company sexual prevention policy (the “Policy”) were disciplined by the Company based on the case-by-case nature and severity of the verified misbehaviors. Since these violations
involved various inappropriate behaviors, the Company leveraged the violations and summarized the Policy to educate employees what kinds of behaviors could be viewed as sexual harassment and the
consequences in 2022 TMSC annual sexual harassment prevention training so as to raise employees’ awareness.
058
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: Corporate Governance, Securities Laws, Anti-corruption,
Anti-harassment, Anti-discrimination, Labor Laws, Antitrust (fair competition),
Environmental Protection, Safety and Health, Export Control, Financial Reporting,
Insider Trading, Intellectual Property, Proprietary Information Protection,
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 provided an “Annual Ethics and Compliance Training
Course”(mandatory 0.5 hour online course) covering various important regulatory
compliance topics and a total of 67,922 employees (including employees in
subsidiaries) completed this training course, 99.9% completion rate. 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)
059
Yes
No
Summary
Implementation Status
Causes for the
Difference
None
Assessment Item
4. Information Disclosure
Yes
No
Summary
Implementation Status
Causes for the
Difference
None
Assessment Item
2. Ethic Management Practice
(1) Whether the company has assessed the ethics records of whom it has
business relationship with and include business conduct and ethics
related clauses in the business contracts?
(2) Whether the company has set up a unit which is dedicated to promoting
the company’s ethical standards and regularly (at least once a year)
reports directly to the Board of Directors on its ethical corporate
management policy and relevant matters, and program to prevent
unethical conduct and monitor its implementation?
(3) Whether the company has established policies to prevent conflict of
interests, provide appropriate communication and complaint channels
and implement such policies properly?
(4) To implement relevant policies on ethical conducts, has the company
established effective accounting and internal control systems, audit
plans based on the assessment of unethical conduct, and have its ethical
conduct program audited by internal auditors or CPA periodically?
V
V
V
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, we require all of our suppliers to declare in writing
that they will respect and comply with TSMC’s ethical standards and culture.
In addition to periodic audit, we provide training and communicate our ethical
culture to our suppliers through live seminars or online programs 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, 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, according to the Ethics Code, all employees must
declare any actual or potential conflict of interest). Furthermore, employees
with specific job grades or positions need to complete the conflict of interest
declarations annually.
(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) Does the company provide internal and external ethical conduct training
V
(5) Training is a major component of our compliance program, conducted
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?
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. Please refer to Assessment Item 1 for more information regarding
the training courses. As for our suppliers, we communicate our ethical culture to
our business partners through live seminars or online programs to ensure their
fully understanding of our commit to ethical conduct.
None
(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 senior manager 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.
V
V
(3) Does the company adopt proper measures to prevent a complainant from
V
retaliation for his/her filing a complaint?
(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.
(Continued)
Does the company disclose its guidelines on business ethics as well as
information about implementation of such guidelines on its website and
Market Observation Post System (“MOPS”)?
V
TSMC provides the guidelines and informative articles related to ethics and honorable
business conduct on its internal website (in both Chinese and English) for employees’
easy access. In addition, TSMC posts its Annual Report (which is also available at the
MOPS) and Sustainability Report on its external website (in both Chinese and English,
available at: http://www.tsmc.com) to disclose TSMC Ethics Code and the information
about implementation of the Ethics Codes.
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 56-61 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 56-61 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: Corporate Governance, Securities Laws, Anti-corruption, Anti-harassment,
Anti-discrimination, Labor Laws, Antitrust (fair competition), Environmental Protection, Safety and Health, Export Control, Financial
Reporting, Insider Trading, Intellectual Property, Proprietary Information Protection, 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
internal relevant policies, guidelines and procedures, and make ethical decisions in every circumstance.
060
061
Compliance Awareness Training
Training is one of the major components 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 compliance guidelines, news
articles, tips and FAQs which our employees can access through our intranet.
● Customized face-to-face training courses for different business attributes: Face-to-face seminars focusing on specific topics such as
Anti-Corruption, Proprietary Information Protection, Intellectual Property, Personal Data Protection, Export Control Management
and Antitrust (fair competition). 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.
● Export Compliance: TSMC’s export management system (EMS) and policy have been in place for a number of years, and was
certified by the Bureau of Foreign Trade, the Taiwan regulator, as a qualified Internal Compliance Program (ICP) exporter. It aims
to ensure that TSMC and its subsidiaries comply with all applicable regulations covering the export of information, technologies,
products, materials and equipment. 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 2022 TSMC altogether provided 12 face-to-face meeting sessions and a targeted on-line learning program to employees in
relevant functions.
● Supplier Management: TSMC shares and exchanges practical experiences with suppliers with sales offices in Taiwan by holding a
sustainable supply chain ESH forums on topics such as Ethics Code, environmental protection and occupational safety. In total,
354 attendees from 116 suppliers were participated (including through on-line meeting) in these activities.
● Various on-line courses available to employees at any time: On-line learning programs updated frequently to provide most
● Conflict-Free Supply Chain: As a recognized global leader in the Hi-tech supply chain, we acknowledge our corporate social
up-to-date information and timely and flexible access for employees to understand the law and key compliance issues, covering
topics of Corporate Governance, Securities Laws, Anti-corruption, Anti-harassment, Anti-discrimination, Labor Laws, Antitrust
(fair competition), Environmental Protection, Safety and Health, Export Control, Financial Reporting, Insider Trading, Intellectual
Property, Proprietary Information Protection, Personal Data Protection, Record Retention and Disposal, as well as “Conflict-free
Minerals“ among others. The course contents will be updated with changes in applicable laws or TSMC internal policies to ensure
the timeliness and accuracy of the course contents.
● 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 56-61 of this Annual Report.
Major Accomplishments
In 2022, 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 shared its practices and experiences on trade secrets, labor rights, regulatory compliance
system and reporting channel with outside institutions.
Internally, TSMC provides multiple courses about legal and regulatory compliance. The important achievements are as follows:
● Ethics and Compliance: TSMC provided an “Annual Ethics and Compliance Training Course”(mandatory 0.5 hour online course)
covering various important regulatory compliance topics and a total of 67,922 employees (including employees in subsidiaries)
completed this training course (reaching 99.9% completion rate) – with all production staffs were starting from 2019.
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, the 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 or on-line training sessions, for global sales personnel at Taiwan, North America, Europe, Asia Pacific, Japan and
mainland China areas, and employees in other relevant departments.
● Insider Trading Compliance: To implement insider trading regulatory compliance, TSMC revisited and updated training material
of the insider trading on-line program (0.5 hour-length course), and designated managers at R&D Organization and oversea fabs
of Operations Organizations as trainees – a total of 1,950 managers completed this on-line program (97.7% completion rate) as
requested. Each year going forward, TSMC will designate employees from different departments to take insider trading on-line
program to strengthen employees’ awareness and compliance with insider trading laws.
062
063
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 in 2022 and as of the Date of this Annual Report: None.
3.8.2 Certification of Employees Whose Jobs are Related to the Release of the Company’s Financial Information
Certification
Certified Public Accountants (CPA)
US Certified Public Accountants (US CPA)
Certified Internal Auditor (CIA)
Chartered Financial Analyst (CFA)
Certified Management Accountant (CMA)
Financial Risk Manager (FRM)
Certification in Control Self-Assessment (CCSA)
Certification in Risk Management Assurance (CRMA)
Certified Information Systems Auditor (CISA)
Certified Fraud Examiner (CFE)
Number of Employees
Internal Audit
Finance
2
4
13
-
-
-
2
3
7
2
51
20
3
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.
Unit: NT$ thousands
Accounting Firm
Name of CPA
CPA’s Audit Period
Deloitte & Touche
Mei-Yen Chiang,
Shang-Chih Lin, and others
01/01/2022 – 12/31/2022
Audit Fee
(Note 1)
51,777
Non-audit Fee
(Note 2)
Total
Remark
27,372
79,149
-
Note 1: Compared with last year, there is a NT$8,345 thousand decrease, or a 14% year-over-year decrease, in the annual audit fees payment. This is mainly due to a portion of audit fees, NT$14,450 thousand, were
actually paid in January 2023. If such payment is included, the total audit fees in 2022 will be higher than last year.
Note 2: The fees were mainly related to the bond offering that was borne by the underwriter and audit of annual income tax returns.
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 14, 2023
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 2022:
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, 2022, 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 14, 2023, 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
3.7.2 If CPA Was Engaged to Conduct a Special Audit of Internal Control System, Provide Its Audit Report: None.
064
065
3.9.2 CPA’s information
(1) Former CPAs
Date of Change
Approved by BOD on November 8, 2022
Reasons and Explanation of Changes
In compliance with regulatory requirements on rotation, the engagement partner Mei-Yen Chiang will be replaced by Shih-Tsung Wu starting
from 2023. The co-signing partner will remain to be Shang-Chih Lin.
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 (Note)
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
V
Deloitte & Touche
Shih-Tsung Wu and Shang-Chih Lin
Approved by BOD on November 8, 2022
Prior to the Formal Engagement, Any Inquiry or Consultation on the Accounting
Treatment or Accounting Principles for Specific Transactions, and the Type of Audit
Opinion that Might be Rendered on the Financial Report
Written Opinions from the Successor CPAs that are Different from the Former CPA’s
Opinions
None
None
(3) The Reply of Former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards: None.
3.9.3 TSMC’s Chairman, Directors, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of Its
Finance and Accounting Operations Did Not Hold Any Positions within TSMC’s Independent Audit Firm or Its
Affiliates in the Most Recent Year.
3.9.4 Evaluation of the External Auditor’s Independence and Suitability
The Audit Committee annually monitors the independence and suitability 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 and suitability of the external auditor based on the results of the auditor survey and the
Audit Quality Indicator (AQI) released by Financial Supervisory Commission (FSC) regarding its financial interests, commercial
relations, employment relations, etc.
066
067
4.1 Capital and Shares
4.1.1 Capitalization
Unit: Share/NT$
Month/
Year
Face Value
Per Share
03/2022
05/2022
10
10
Authorized Share Capital
Capital Stock
Remark
Shares
Amount
Shares
Amount
Sources of Capital
Capital Increase by
Assets Other than Cash
28,050,000,000
280,500,000,000
25,931,767,458
259,317,674,580
28,050,000,000
280,500,000,000
25,930,380,458
259,303,804,580
Employee Restricted Stock
Awards: NT$13,870,000
Cancellation of Treasury
Shares: NT$13,870,000
None
None
As of 02/28/2023
Date of Approval
(Month/Day/Year) &
Approval Document
No.
03/08/2022 Chu Shang Tzu
No.1110006986
05/20/2022 Chu Shang Tzu
No.1110015483
Note 1: The Board of Directors approved the issuance of 2,110,000 common shares for 2022 Employee Restricted Stock Awards and set 03/01/2023 as the record date (approved by 03/08/2023 Chu Shang Tzu
No.1120006788)
Note 2: On 03/01/2023, based on the vesting conditions, 419,466 shares of 2021 Employee Restricted Stock Awards were reclaimed and will be cancelled subsequently.
4.1.2 Capital and Shares
Unit: Share
Type of Stock
Common Stock
Shelf Registration in Taiwan: 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
Government
Agencies
Number of Shareholders
6
Financial
Institutions
203
Other Juridical
Persons
Foreign Institutions
and Natural Persons
Domestic Natural
Persons
3,644
7,485
1,444,741
As of 02/28/2023
Total
28,050,000,000
As of 12/21/2022 (Note)
Total
1,456,079
Shareholding
1,722,971,846
795,017,455
1,604,671,666
18,433,094,131
3,374,625,360
25,930,380,458
Shareholding Percentage
6.64%
3.07%
6.19%
71.09%
13.01%
100.00%
Note: Record date for the second quarter of 2022 cash dividend distribution.
Distribution of Shareholding
Common Share
Shareholding Range
Number of Shareholders
Shareholding
Shareholding Percentage
As of 12/21/2022 (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
884,124
469,479
53,438
17,381
8,224
7,728
3,622
2,132
4,088
2,080
1,250
512
326
222
1,473
1,456,079
163,764,484
897,922,074
387,847,516
214,967,150
145,806,599
189,880,539
126,135,166
96,349,624
286,009,594
289,250,630
351,844,854
248,011,587
225,159,920
200,142,529
22,107,288,192
25,930,380,458
0.63%
3.46%
1.50%
0.83%
0.56%
0.73%
0.49%
0.37%
1.10%
1.12%
1.36%
0.96%
0.87%
0.77%
85.25%
100.00%
Note: Record date for the second quarter of 2022 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
New Labor Pension Fund
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series
of Vanguard Star Funds
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Emerging Markets Stock Index Fund, a series
of Vanguard International Equity Index Funds
Yuanta/P-shares Taiwan Top 50 ETF
iShares Core MSCI Emerging Markets ETF
Fubon Life Insurance Co., Ltd
Note: Record date for the second quarter of 2022 cash dividend distribution.
Shareholding
Shareholding Percentage
As of 12/21/2022 (Note)
5,319,233,558
1,653,709,980
860,386,401
411,961,838
332,983,055
320,754,748
278,367,605
256,208,079
213,117,000
194,197,221
20.51%
6.38%
3.32%
1.59%
1.28%
1.24%
1.07%
0.99%
0.82%
0.75%
070
071
4.1.5 Net Change in Shareholding by Directors, Management and Shareholders with 10% Shareholdings or More
Common Shares
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
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif
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 and Chief Information Security Officer
J.K. Lin
Senior Vice President
J.K. Wang (Note)
Senior Vice President
Cliff Hou
Senior Vice President
Kevin Zhang
Vice President and General Counsel/Corporate Governance
Officer
Sylvia Fang
Vice President
Connie Ma (Note)
Vice President
Y.L. Wang
2022
01/01/2023 - 02/28/2023
Net Change in Shares Held
Net Change in Shares
Pledged
Net Change in Shares Held
Net Change in Shares
Pledged
1,948
467,000
-
-
-
-
-
-
-
-
-
(170,738)
-
-
(2,000,000)
-
-
-
19,598
35,000
-
57,235
-
-
1,154
1,400,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000
-
-
1,867
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
Title
Name
Vice President and TSMC Distinguished Fellow
Douglas Yu
Vice President and TSMC Fellow
T.S. Chang
Vice President
Michael Wu
Vice President
Min Cao
Vice President
Marvin Liao (Note)
Vice President
Y.H. Liaw
Vice President
Simon Jang
Vice President, Chief Financial Officer/Spokesperson
Wendell Huang
Vice President
C.S. Yoo
Vice President
Jun He
Vice President
Geoffrey Yeap
Vice President and Chief Information Officer
Chris Horng-Dar Lin
Vice President
Jonathan Lee
Vice President
Arthur Chuang
Vice President and TSMC Fellow
L.C. Lu
Vice President
K.C. Hsu
2022
01/01/2023 - 02/28/2023
Net Change in Shares Held
Net Change in Shares
Pledged
Net Change in Shares Held
Net Change in Shares
Pledged
-
-
2,000
-
-
-
1,000
164
-
20,000
41,000
10,000
28,690
-
50,000
50,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20
-
371
-
-
6,082
-
-
10,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note: Senior Vice President Mr. J.K. Wang retired, effective May 7, 2022. Vice President Ms. Connie Ma retired, effective November 1, 2022. Vice President Dr. Marvin Liao retired, effective November 11, 2022. Their
shareholding is no longer required to disclose.
072
073
4.1.6 Stock Trade with Related Party
4.1.9 Long-term Investment Ownership
Common Shares
Name
Lora Ho
Y.P. Chin
Reason for Transfer
Transfer Date
Transferee
Relation with the
Transferee
Gifting
Gifting
03/29/2022
04/19/2022
Liu, Tzu-Ying
Chen Ching-Lan
Children
Spouse
Shares
Transfer Price
170,738
2,000,000
-
-
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
ADR-Taiwan Semiconductor Manufacturing Company Ltd.
5,319,233,558
20.51%
National Development Fund, Executive Yuan
1,653,709,980
Shares
%
Shares
Representative: Ming-Hsin Kung
Citibank (Taiwan) Ltd. in custody for Government of
Singapore
Citibank (Taiwan) Ltd. in custody for Norges Bank
New Labor Pension Fund
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of
Vanguard Star Funds
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Emerging Markets Stock Index Fund, a series of
Vanguard International Equity Index Funds
Yuanta/P-shares Taiwan Top 50 ETF
iShares Core MSCI Emerging Markets ETF
Fubon Life Insurance Co., Ltd
Chairman: Richard M. Tsai
779
860,386,401
411,961,838
332,983,055
320,754,748
6.38%
0.00%
3.32%
1.59%
1.28%
1.24%
278,367,605
1.07%
256,208,079
213,117,000
194,197,221
0.99%
0.82%
0.75%
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
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
Not Available
%
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
As of 12/21/2022 (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 12/31/2022
Long-term Investment
Equity Method:
TSMC Partners, Ltd.
TSMC Global Ltd.
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
TSMC Design Technology Japan, Inc.
TSMC Japan 3DIC R&D Center, Inc.
988,268,244
11,384
11,000,000
200
6,000
80,000
15,000
49,000
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
TSMC China Company Limited
Not Applicable (Note 1)
100%
Not Applicable (Note 1)
TSMC Nanjing Company Limited
Not Applicable (Note 1)
100%
Not Applicable (Note 1)
TSMC Arizona Corporation
Japan Advanced Semiconductor Manufacturing, Inc.
VisEra Technologies Company Ltd.
Systems on Silicon Manufacturing Co. Pte. Ltd.
Vanguard International Semiconductor Corp.
Xintec Inc.
Global UniChip Corporation
1,270,001
1,019,814
213,619,000
313,603
464,223,493
111,281,925
46,687,859
100%
71.37%
67.70%
38.79%
28.32%
41.01%
34.84%
-
-
-
-
-
-
VentureTech Alliance Fund II, L.P.
Not Applicable (Note 1)
98.00%
Not Applicable (Note 1)
VentureTech Alliance Fund III, L.P.
Not Applicable (Note 1)
98.00%
Not Applicable (Note 1)
Emerging Fund L.P.
Not Applicable (Note 1)
99.90%
Not Applicable (Note 1)
Note 1: Not applicable. These firms do not issue shares. TSMC’s investments are measured as a percentage of ownership.
Note 2: TSMC’s director, National Development Fund of Executive Yuan, held 16.72% while other directors and management held 0.09%.
275,572,145
16.81% (Note 2)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
988,268,244
11,384
11,000,000
200
6,000
80,000
15,000
49,000
Not Applicable (Note 1)
Not Applicable (Note 1)
1,270,001
1,019,814
213,619,000
313,603
739,795,638
111,281,925
46,687,859
Not Applicable (Note 1)
Not Applicable (Note 1)
Not Applicable (Note 1)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
71.37%
67.70%
38.79%
45.14%
41.01%
34.84%
98.00%
98.00%
99.90%
Note: Record date for the second quarter of 2022 cash dividend distribution.
074
075
4.1.10 Share Information
4.1.12 Compensation to Directors and Profit Sharing to Employees
TSMC’s earnings per share in 2022 increased 70.36% from 2021 to NT$39.2 per share. The following table details TSMC’s market
price, net worth, earnings, and dividends per common share, as well as other data regarding return on investment.
Based on TSMC’s Articles of Incorporation, before paying dividends or bonuses to shareholders, TSMC shall set aside not more than
0.3% of its annual profit to directors as compensation and not less than 1% to employees as a profit sharing.
2022
01/01/2023 - 02/28/2023
As resolved by TSMC’s Board of Directors on February 14, 2023, a profit sharing to employees was expensed based on a certain
percentage of 2022 profit; compensation to directors was expensed based on the estimated amount of payment. If the actual
amounts subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change
in accounting estimate.
Market Price, Net Worth, Earnings, and Dividends Per Common Share
Unit: NT$, 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
2021
673.00
536.00
597.73
83.62
80.87
683.00
371.00
516.24
113.60
110.85 (Note 5)
Weighted Average Shares (thousand shares)
25,930,380
25,929,383
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)
23.01
11.00
-
25.98
54.34
1.8%
39.20
11.00 (Note 5)
-
13.17
46.93 (Note 5)
2.1% (Note 5)
545.00
449.50
511.05
-
-
-
-
-
-
-
-
-
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 2022, which were approved by Board of Directors on February 14, 2023.
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.
Pursuant to TSMC’s Articles of Incorporation, the Company’s Board of Directors is authorized 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 2022 quarterly cash dividends are demonstrated in the
table below. TSMC intends to maintain a sustainable cash dividend on both an annual and quarterly basis.
2022 Quarterly Earnings Distribution
Unit: NT$
Period
First quarter of 2022
Second quarter of 2022
Third quarter of 2022
Fourth quarter of 2022
Approved Date
Payment Date
Cash Dividends Per Share
05/10/2022
08/09/2022
11/08/2022
02/14/2023
10/13/2022
01/12/2023
04/13/2023
07/13/2023
NT$2.75
NT$2.75
NT$2.74982072
NT$2.75 (Note)
Total Earnings Distribution
Amount
71,308,546,260
71,308,546,260
71,308,546,260
71,308,546,260
Note: To be adjusted by then outstanding shares as of record date for such dividend payment.
2022 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employee’s Profit Sharing (Cash)
Board Resolution (02/14/2023)
Amount (NT$ thousands)
690,128
60,702,047
Note: NT$60,702,047 thousand business performance bonus was already distributed following each quarter of 2022. The above employees’ profit sharing will be distributed in July, 2023.
2021 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employees’ Profit Sharing (Cash)
Board Resolution (02/15/2022)
Actual Result (Note)
Amount (NT$ thousands)
Amount (NT$ thousands)
487,537
35,601,449
487,537
35,177,130
Note: The above directors’ compensation and employees’ profit sharing were expensed under the Company’s 2021 statement of comprehensive income and were approved by the Board of Directors at its meeting on
February 15, 2022. However, due to employee turnover, the employees’ profit sharing in the amount of NT$424,319 thousand was undistributed, and related expense was reversed in 2022.
4.1.13 Impact to 2023 Business Performance and EPS of Stock Dividend Distribution: Not applicable.
4.1.14 Buyback of Common Stock
TSMC’s Board of Directors approved the issuance of 1,387,000 shares for 2021 employee restricted stock awards (RSAs) at its
meeting on February 15, 2022. In order to offset dilution from the increase of outstanding shares due to the above-mentioned
issuance, the Board of Directors approved a share buyback program for TSMC to buy back its common shares on the Taiwan Stock
Exchange. The shares purchased will be cancelled subsequently. The implementation of the share buyback program was as follows.
(1) Completed Share Buyback Program
Purpose of the share buyback
Scheduled buyback period
Scheduled buyback price range
Type and number of shares bought back
Total monetary amount of shares bought back
As of 02/28/2023
5th Buyback Program
For the shareholders’ interests
02/16/2022 - 04/15/2022
NT$444 to NT$960 per share, while the buyback will still be carried out if the
stock price falls below the aforementioned range
Common shares: 1,387,000 shares
NT$871,566,000
Number of shares bought back as a percentage of the approved number of shares to be bought back (%)
100%
Number of shares cancelled and/or transferred
Cumulative number of the company’s treasury shares held
Cumulative number of the company’s treasury shares as a percentage of the total number of the
company’s issued shares (%)
1,387,000 shares
0 share
0.00%
(2) Uncompleted Share Buyback Program: None.
076
077
4.2 Issuance of Corporate Bonds
4.2.1 Corporate Bonds
NTD Corporate Bonds
As of 02/28/2023
Issuance
Issue Date
Denomination
Offering Price
Total Amount
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)
Domestic Unsecured Bond
(110-1)
07/16/2013
NT$10,000,000
Par
09/25/2013
03/23/2020
04/15/2020
05/29/2020
07/14/2020
09/03/2020
12/02/2020
12/29/2020
03/30/2021
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
NT$21,100,000,000
Coupon (Per Annum)
Tranche A: 1.50%
Tranche B: 1.70%
Tenure and Maturity Date
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: 0.50%
Tranche B: 0.55%
Tranche C: 0.60%
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
Tranche A: 5 years
Maturity: 03/30/2026
Tranche B: 7 years
Maturity: 03/30/2028
Tranche C: 10 years
Maturity: 03/30/2031
Repayment
Outstanding
Credit Rating
Bullet
Two equal installments in last two years
Bullet
NT$3,500,000,000
NT$8,000,000,000
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
NT$21,100,000,000
twAAA
(Taiwan Ratings Corporation,
05/16/2013)
twAAA
(Taiwan Ratings Corporation,
08/06/2013)
Not Applicable
Underwriter (Lead Underwriter)
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.
Capital Securities Co., Ltd.
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
Taipei Fubon Commercial Bank Co., Ltd.
None
Modern Law Office
Deloitte & Touche
None
None
None
Not Applicable
Dilution Effect and Other Adverse Effects on
Existing Shareholders
None
Custodian
None
True Honesty International Law Offices
078
(Continued)
079
Issuance
Issue Date
Denomination
Offering Price
Total Amount
Coupon (Per Annum)
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
Domestic Unsecured Bond
(110-2)
Domestic Unsecured Bond
(110-3)
Domestic Unsecured Bond
(110-4)
Domestic Unsecured Bond
(110-6)
Domestic Unsecured Bond
(110-7)
Domestic Unsecured Bond (111-
1, Green Bond)
Domestic Unsecured Bond
(111-2)
Domestic Unsecured Bond (111-
3, Green Bond)
Domestic Unsecured Bond (111-
4, Green Bond)
Domestic Unsecured Bond
(111-5)
Domestic Unsecured Bond (111-
6, Green Bond)
05/03/2021
06/25/2021
08/19/2021
10/05/2021
12/09/2021
01/12/2022
03/29/2022
05/20/2022
07/27/2022
08/25/2022
10/20/2022
NT$10,000,000
Par
NT$19,200,000,000
NT$19,700,000,000
NT$21,600,000,000
NT$16,300,000,000
NT$16,700,000,000
NT$5,400,000,000
NT$14,200,000,000
NT$6,100,000,000
NT$13,900,000,000
NT$15,600,000,000
NT$10,200,000,000
Tranche A: 0.50%
Tranche B: 0.58%
Tranche C: 0.65%
Tranche A: 0.52%
Tranche B: 0.58%
Tranche C: 0.65%
Tranche A: 5 years
Maturity: 05/03/2026
Tranche B: 7 years
Maturity: 05/03/2028
Tranche C: 10 years
Maturity: 05/03/2031
Tranche A: 5 years
Maturity: 06/25/2026
Tranche B: 7 years
Maturity: 06/25/2028
Tranche C: 10 years
Maturity: 06/25/2031
Bullet
Tranche A: 0.485%
Tranche B: 0.50%
Tranche C: 0.55%
Tranche D: 0.62%
Tranche A: 4 years
Maturity: 08/19/2025
Tranche B: 5 years
Maturity: 08/19/2026
Tranche C: 7 years
Maturity: 08/19/2028
Tranche D: 10 years
Maturity: 08/19/2031
Tranche A: 0.535%
Tranche B: 0.54%
Tranche C: 0.60%
Tranche D: 0.62%
Tranche A: 4.5 years
Maturity: 04/05/2026
Tranche B: 5 years
Maturity: 10/05/2026
Tranche C: 7 years
Maturity: 10/05/2028
Tranche D: 10 years
Maturity: 10/05/2031
Tranche A: 0.65%
Tranche B: 0.675%
Tranche C: 0.72%
Tranche A: 5 years
Maturity: 12/09/2026
Tranche B: 5.5 years
Maturity: 06/09/2027
Tranche C: 7 years
Maturity: 12/09/2028
Tranche A: 0.63%
Tranche B: 0.72%
Tranche A: 5 years
Maturity: 01/12/2027
Tranche B: 7 years
Maturity: 01/12/2029
Tranche A: 0.84%
Tranche B: 0.85%
Tranche C: 0.90%
Tranche A: 4.5 years
Maturity: 09/29/2026
Tranche B: 5 years
Maturity: 03/29/2027
Tranche C: 7 years
Maturity: 03/29/2029
1.50%
5 years
Maturity: 05/20/2027
Tranche A: 1.60%
Tranche B: 1.70%
Tranche C: 1.75%
Tranche D: 1.95%
Tranche A: 4 years
Maturity: 07/27/2026
Tranche B: 5 years
Maturity: 07/27/2027
Tranche C: 7 years
Maturity: 07/27/2029
Tranche D: 10 years
Maturity: 07/27/2032
Tranche A: 1.65%
Tranche B: 1.65%
Tranche C: 1.65%
Tranche D: 1.82%
Tranche A: 4 years 10 months
Maturity: 06/25/2027
Tranche B: 5 years
Maturity: 08/25/2027
Tranche C: 7 years
Maturity: 08/25/2029
Tranche D: 10 years
Maturity: 08/25/2032
Tranche A: 1.75%
Tranche B: 1.80%
Tranche C: 2.00%
Tranche A: 5 years
Maturity: 10/20/2027
Tranche B: 7 years
Maturity: 10/20/2029
Tranche C: 10 years
Maturity: 10/20/2032
NT$19,200,000,000
NT$19,700,000,000
NT$21,600,000,000
NT$16,300,000,000
NT$16,700,000,000
NT$5,400,000,000
NT$14,200,000,000
NT$6,100,000,000
NT$13,900,000,000
NT$15,600,000,000
NT$10,200,000,000
Not Applicable
Underwriter (Lead Underwriter)
SinoPac Securities Co., Ltd.
Yuanta Securities Co., Ltd.
KGI Securities Co., Ltd.
Capital Securities Co., Ltd.
Capital Securities Co., Ltd.
Yuanta Securities Co., Ltd.
Capital Securities Co., Ltd.
Capital Securities Co., Ltd.
SinoPac Securities Co., Ltd.
Capital Securities Co., Ltd.
Yuanta Securities Co., Ltd.
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
Taipei Fubon Commercial Bank Co., Ltd.
None
True Honesty International Law Offices
Deloitte & Touche
None
None
None
Not Applicable
Dilution Effect and Other Adverse Effects on
Existing Shareholders
None
Custodian
None
080
081
Onshore USD Corporate Bonds
As of 02/28/2023
Offshore USD Corporate Bonds
As of 02/28/2023
US-dollar Domestic Unsecured Bond (109-1)
US-dollar Domestic Unsecured Bond (110-5)
09/23/2021
3.10%
30 years
Maturity: 09/23/2051
Issuance
Issue Date
Denomination
Listing
Offering Price
Total Amount
09/22/2020
US$1,000,000
Taipei Exchange
Par
US$1,000,000,000
Coupon (Per Annum)
2.70%
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
Underwriter
Trustee
Guarantor
Legal Counsel
Auditor
40 years
Maturity: 09/22/2060
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.
None
True Honesty International Law Offices
Deloitte & Touche
Redemption or Early Repayment Clause
Callable on the 5th anniversary of the issue date and every anniversary thereafter
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
Issuance
Issue Date
Denomination
Listing
Offering Price
Total Amount
Coupon (Per Annum)
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
Senior Unsecured Notes
(Note 1)
Senior Unsecured Notes
(Note 1)
Senior Unsecured Notes
(Note 2)
Senior Unsecured Notes
(Note 2)
Senior Unsecured Notes
(Note 1)
09/28/2020
04/23/2021
10/25/2021
04/22/2022
07/22/2022
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%
2026 Notes: 99.759%
2028 Notes: 99.751%
2031 Notes: 99.831%
2026 Notes: 99.976%
2031 Notes: 99.561%
2041 Notes: 98.898%
2051 Notes: 98.658%
2027 Notes: 99.829%
2029 Notes: 99.843%
2032 Notes: 99.742%
2052 Notes: 99.771%
2027 Notes: 99.951%
2032 Notes: 99.124%
US$3,000,000,000
US$3,500,000,000
US$4,500,000,000
US$3,500,000,000
US$1,000,000,000
2025 Notes: 0.75%
2027 Notes: 1.00%
2030 Notes: 1.375%
2026 Notes: 1.25%
2028 Notes: 1.75%
2031 Notes: 2.25%
2025 Notes: 5 years
Maturity: 09/28/2025
2027 Notes: 7 years
Maturity: 09/28/2027
2030 Notes: 10 years
Maturity: 09/28/2030
2026 Notes: 5 years
Maturity: 04/23/2026
2028 Notes: 7 years
Maturity: 04/23/2028
2031 Notes: 10 years
Maturity: 04/23/2031
Bullet
2026 Notes: 1.75%
2031 Notes: 2.50%
2041 Notes: 3.125%
2051 Notes: 3.25%
2026 Notes: 5 years
Maturity: 10/25/2026
2031 Notes: 10 years
Maturity: 10/25/2031
2041 Notes: 20 years
Maturity: 10/25/2041
2051 Notes: 30 years
Maturity: 10/25/2051
2027 Notes: 3.875%
2029 Notes: 4.125%
2032 Notes: 4.250%
2052 Notes: 4.500%
2027 Notes: 5 years
Maturity: 04/22/2027
2029 Notes: 7 years
Maturity: 04/22/2029
2032 Notes: 10 years
Maturity: 04/22/2032
2052 Notes: 30 years
Maturity: 04/22/2052
2027 Notes: 4.375%
2032 Notes: 4.625%
2027 Notes: 5 years
Maturity: 07/22/2027
2032 Notes: 10 years
Maturity: 07/22/2032
US$3,000,000,000
US$3,500,000,000
US$4,500,000,000
US$3,500,000,000
US$1,000,000,000
Aa3 (Moody’s Investors
Service, 09/21/2020)
AA- (Standard &
Poor’s Rating Services,
09/21/2020)
Aa3 (Moody’s Investors
Service, 04/19/2021)
AA- (Standard &
Poor’s Rating Services,
04/18/2021)
Aa3 (Moody’s Investors
Service, 10/19/2021)
AA- (Standard &
Poor’s Rating Services,
10/18/2021)
Aa3 (Moody’s Investors
Service, 04/19/2022)
AA- (Standard &
Poor’s Rating Services,
04/18/2022)
Underwriter
Goldman Sachs International as lead underwriter
Goldman Sachs & Co. LLC as lead underwriter
Trustee
Guarantor
Legal Counsel
Citicorp International Limited
Citibank, N.A.
TSMC
Sullivan & Cromwell (Hong Kong) LLP
Harney Westwood & Riegels
Lee and Li, Attorneys-at-Law
Sullivan & Cromwell (Hong Kong) LLP
Fennemore Craig, P.C.
Lee and Li, Attorneys-at-Law
Aa3 (Moody’s Investors
Service, 07/19/2022)
AA- (Standard &
Poor’s Rating Services,
07/18/2022)
Goldman Sachs
International as lead
underwriter
Citicorp International
Limited
Sullivan & Cromwell (Hong
Kong) LLP
Harney Westwood &
Riegels
Lee and Li, Attorneys-
at-Law
Auditor
Deloitte & Touche
Redemption or Early Repayment Clause
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
Note 1: Issued by TSMC Global Ltd., a wholly-owned subsidiary of TSMC, and unconditionally and irrevocably guaranteed by TSMC.
Note 2: Issued by TSMC Arizona Corporation, a wholly-owned subsidiary of TSMC, and unconditionally and irrevocably guaranteed by TSMC.
082
083
4.2.2 Convertible Bond: None.
4.2.3 Exchangeable Bond: None.
4.2.4 Shelf Registration in Taiwan: 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.
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$)
24.78
185
15.26
36
17.75
296
159
24.516
28.964
379
57.79
225
56.16
1,168
35.75
539
20.63
321
16.03
1,002
16.75
160
8.73
909
10.40
1,077
10.77
1,402
8.60
2,563
10.68
Units Issued
24,000,000
12,094,000
2,000,000
12,094,000
5,486,000
6,560,000
4,000,000
32,667,800
26,110,000
20,000,000
59,800,000
18,348,000
87,357,200
100,000,000
163,027,500
240,000,000
Cash Offering and
TSMC Common
Shares from Selling
Shareholders
(Note 4)
TSMC Common Shares from Selling Shareholders
(Note 3)
Common Shares
Represented
Each unit of ADS represents five TSMC Common Shares.
Underlying Securities
TSMC Common Shares from Selling Shareholders
Apportionment of
Expenses for Issuance
and Maintenance
(Note 3)
Issuance and Listing
NYSE
Rights and Obligations
of ADS Holders
Same as those of Common Share Holders
Trustee
Not Applicable
Depositary Bank
Citibank, N.A. – New York
Custodian Bank
(Note 1)
ADSs Outstanding
(Note 2)
Terms and Conditions
in the Deposit
Agreement and
Custody Agreement
Citibank, N.A. – Taipei Branch
As of February 28, 2023, total number of outstanding ADSs was 1,063,805,907
See Deposit Agreement and Custody Agreement for Details
Closing Price Per
ADS (US$; source:
Bloomberg)
01/01/2022 -
12/31/2022
01/01/2023 -
02/28/2023
High
Low
Average
High
Low
Average
140.66
60.28
90.96
97.96
74.03
89.44
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, 2023, total number of outstanding ADSs was 1,063,805,907 after 84,029,298 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.
084
085
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
Type of Employee Restricted Stock
Employee Restricted Stock Awards for Year 2021
Effective Registration Date and Total
Number of Shares
08/06/2021/2,600,000 shares
Issue Date
Number of Restricted Employee Shares
Issued
Number of Restricted Employee Shares
Still Available for Issuance
Issued Price
Ratio of the Number of Restricted
Employee Shares Issued to the Total
Number of Issued Shares
Vesting Conditions of Restricted Employee
Shares
03/01/2022
1,387,000 shares
0 shares
None
0.00535%
1. The RSAs granted to an executive can only be vested if (a) the executive remains employed by the Company on the last date of each vesting period; (b)
during the vesting period, the executive may not breach any agreement with the Company or violate the Company’s work rules; and (c) certain executive
performance metrics (a year-end performance rating of at least “S” (Note) or above for the year immediately preceding the expiration of each vesting
period) and the Company’s business performance metrics are met. (Note: “S” stands for “Successful”)
2. The maximum percentage of granted RSAs that may be vested each year shall be as follows: one-year anniversary of the grant: 50%; two-year anniversary
of the grant: 25%; and three-year anniversary of the grant: 25%; provided that the actual percentage and number of the RSAs to be vested in each year
will be calculated based on the achievement of the Company’s business performance metrics, as detailed in the following point.
3. The maximum number of RSAs that may be vested in each year will be set as 110%, among which 100% will be subject to a calculation based on the
Company’s relative TSR (Note) achievement (see table below) to determine the number of RSAs to be vested; this number will be further subject to a
modifier to increase or decrease up to 10% based on the Compensation Committee’s evaluation of the Company’s ESG achievements. The number of
shares so calculated should be rounded down to the nearest integral.
The Company’s TSR Relative to the TSR of S&P 500 IT Index
Ratio of Shares to be Vested
Above the Index by X percentage points
50% + X * 2.5%, with the maximum of 100%
Equal to the Index
50%
Below the Index by X percentage points
50% - X * 2.5%, with the minimum of 0%
Note: TSR: Total Shareholder Return (including capital gains and dividends)
Employee Restricted Stock Awards for Year 2022
07/25/2022/3,065,000 shares
03/01/2023
2,110,000 shares
955,000 shares
None
0.00814%
As of 03/12/2023 (Note)
1. The RSAs granted to an employee can only be vested if (a) the employee remains employed by the Company or the Company’s subsidiaries on the last date of each vesting period; (b) during the vesting period,
the employee may not breach any agreement with the Company or the Company’s subsidiaries or violate the Company’s or the Company’s subsidiaries’ work rules; and (c) certain employee performance metrics
(a year-end performance rating of at least “S” (Note) or above for the year immediately preceding the expiration of each vesting period) and the Company’s business performance metrics are met. (Note: “S”
stands for “Successful”)
2. The maximum percentage of granted RSAs that may be vested each year shall be as follows: one-year anniversary of the grant: 50%; two-year anniversary of the grant: 25%; and three-year anniversary of the
grant: 25%; provided that the actual percentage and number of the RSAs to be vested in each year will be calculated based on the achievement of the Company’s business performance metrics, as detailed in the
following points.
3. For eligible executive officers of the Company: The maximum number of RSAs that may be vested in each year will be set as 110%, among which 100% will be subject to a calculation based on the Company’s
relative TSR (Note) achievement (see table below) to determine the number of RSAs to be vested; this number will be further subject to a modifier to increase or decrease up to 10% based on the Compensation
Committee’s evaluation of the Company’s ESG achievements. The number of shares so calculated should be rounded down to the nearest integral.
The Company’s TSR Relative to the TSR of S&P 500 IT Index
Ratio of Shares to be Vested
Above the Index by X percentage points
Equal to the Index
Below the Index by X percentage points
50% + X * 2.5%, with the maximum of 100%
50%
50% - X * 2.5%, with the minimum of 0%
Note: TSR: Total Shareholder Return (including capital gains and dividends)
4. For eligible employees who are not executive officers of the Company and the Company’s subsidiaries: The number of RSAs to be vested in each year will be calculated in accordance with the below table based
on the Company’s audited consolidated financial statements for the year prior to the vesting year. The number of shares so calculated should be rounded down to the nearest integral.
Revenue Growth
Gross Margin
Return on Equity (ROE)
Threshold
Target
Weighting
Ratio of Shares to be Vested
10%
50%
20%
15%
53%
25%
One-third
One-third
One-third
< Threshold: 0%
= Threshold: 50%
≧Target: 100%
Between Threshold and Target: as calculated by interpolation
method
Restriction on Rights in the Restricted
Employee Shares
1. Upon the grant of the RSAs, the RSAs shall be deposited in a trust/custody account. Before the vesting conditions are fulfilled, the executives cannot
1. Upon the grant of the RSAs, the RSAs shall be deposited in a trust/custody account. Before the vesting conditions are fulfilled, the employees cannot request the trustee/custodian to return to them the RSAs for
request the trustee/custodian to return to them the RSAs for any reasons or by any means.
2. During each vesting period, no executives granted RSAs may sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise
dispose of, any shares under the unvested RSAs.
3. Subject to the restrictions mentioned above, the rights of the executives with regard to the unvested RSAs granted under these Rules before the fulfillment
of the vesting conditions, including but not limited to the entitlement to any distribution regarding dividends, bonuses and capital reserve, and the
subscription right of the new shares issued for any capital increase, are the same as those of holders of common shares of the Company. The relevant
matters shall be handled in accordance with the RSA trust/custody agreement.
4. Before the vesting conditions are fulfilled, the attendance, proposal rights, speech rights, voting rights and any other shareholder rights shall be exercised
by the engaged trustee/custodian on the executives’ behalf.
5. During each vesting period, if the Company conducts a capital reduction for cash return, capital reduction for loss offset, or other non-statutory capital
reduction, the unvested RSAs shall be cancelled proportionally by the ratio of such capital reduction. If the Company conducts a capital reduction for cash
return, the returned cash shall be deposited in a trust/custody account and shall not be delivered to the executives until the vesting conditions are fulfilled;
otherwise, the cash will be returned to the Company.
any reasons or by any means.
2. During each vesting period, no employees granted RSAs may sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose of, any shares under the unvested RSAs.
3. Subject to the restrictions mentioned above, the rights of the employees with regard to the unvested RSAs granted under these Rules before the fulfillment of the vesting conditions, including but not limited
to the entitlement to any distribution regarding dividends, bonuses and capital reserve, and the subscription right of the new shares issued for any capital increase, are the same as those of holders of common
shares of the Company. The relevant matters shall be handled in accordance with the RSA trust/custody agreement.
4. Before the vesting conditions are fulfilled, the attendance, proposal rights, speech rights, voting rights and any other shareholder rights shall be exercised by the engaged trustee/custodian on the employees’
behalf.
5. During each vesting period, if the Company conducts a capital reduction for cash return, capital reduction for loss offset, or other non-statutory capital reduction, the unvested RSAs shall be cancelled
proportionally by the ratio of such capital reduction. If the Company conducts a capital reduction for cash return, the returned cash shall be deposited in a trust/custody account and shall not be delivered to the
employees until the vesting conditions are fulfilled; otherwise, the cash will be returned to the Company.
086
(Continued)
087
Custody of the Restricted Employee
Shares
Treatment of the Restricted Shares for
Which the Grantee Fails to Meet the
Vesting Conditions after Receiving or
Subscribing to the Shares
1. Upon the grant of the RSAs, the RSAs shall be deposited in a trust/custody account. Before the vesting conditions are fulfilled, the executives cannot
1. Upon the grant of the RSAs, the RSAs shall be deposited in a trust/custody account. Before the vesting conditions are fulfilled, the employees cannot request the trustee/custodian to return to them the RSAs for
request the trustee/custodian to return to them the RSAs for any reasons or by any means.
2. During the period when the granted RSAs are deposited in a trust/custody account, each executive must enter into an agreement authorizing the
Company to, among others, negotiate, execute, modify, extend, rescind, and terminate the trust/custody agreement with the trustee/custodian, and give
instructions to deliver, use, and dispose of any of the properties under the trust/custody, on their behalf, with full power and authority.
1. The Company will reclaim the granted RSAs and cancel the same at no extra cost to the Company, where an executive fails to meet the vesting conditions.
2. Voluntary Separation, separation with a severance, or involuntary discharge: Any unvested RSAs will be forfeited on the effective date of separation due to
a voluntary separation, separation with a severance, or involuntary discharge of such executives. The Company will reclaim the RSAs granted to them and
cancel the same at no extra cost to the Company.
3. Leave Without Pay: All the rights and obligations in connection with the unvested RSAs will not be affected as a result of executives taking extended leave
without pay. However, the actual number of shares that may be vested will not only be calculated according to the vesting conditions but also be prorated
based on the number of months of their service during the year prior to the applicable vesting day. If such executives are on leave without pay on any
vesting day, it shall be deemed that they fail to meet the vesting conditions, and the Company will reclaim the RSAs granted to them and cancel the same
at no extra cost to the Company.
4. Retirement: All the rights and obligations in connection with the unvested RSAs will not be affected as a result of an employee’s retirement. However, the
actual number of shares that may be vested shall be calculated according to the vesting condition, and the performance rating granted to them shall be
deemed “S”.
5. Employment Termination Due to Death or Physical Disability Caused by Occupational Accidents: The unvested RSAs shall be deemed immediately vested in
the case of death or physical disability due to an occupational accident, where the RSAs vested shall be based on the assumption that the Company’s TSR
equals to the TSR of S&P 500 IT Index and there is no further adjustment for the Company’s ESG achievements. In the case of death, the respective heir(s)
may apply for entitlement to those inheritable shares after completing all necessary legal procedures and providing relevant supporting documents. In the
case of physical disability caused by occupational injury, the vested RSAs will be received by such executives.
6. Position Transfer: Where any executives apply for transferring to any of the Company’s subsidiaries, affiliates, or other companies, the measures to
be taken with respect to their unvested RSAs will be the same as those specified in “Voluntary Separation”. Where any executives are assigned by the
Company to a position in any of the Company’s subsidiaries, affiliates, or other companies, all the rights and obligations in connection with the unvested
RSAs will not be affected as a result. However, subject to the vesting conditions, such executives shall continue working in the assigned subsidiaries,
affiliates, or other companies on the vesting dates. Otherwise, they will be considered to fail to meet the vesting conditions, and the Company will
reclaim the RSAs granted to them and cancel the same at no extra cost to the Company. With respect to the evaluation of the achievement of individual
performance goals, Chairman and Chief Executive Officer will determine whether the vesting conditions are met by reviewing the evaluation of the
executives’ performance provided by the assigned subsidiaries, affiliates, or other companies.
7. Where any executives declare to voluntarily relinquish the granted RSAs with a written statement, the Company will reclaim the RSAs granted to them and
cancel the same at no extra cost to the Company.
8. Where any executives, after being granted the RSAs, breach any agreement with the Company employment agreement or violate the Company’s work
rules, the Company will reclaim the RSAs granted to them and cancel the same at no extra cost to the Company.
any reasons or by any means.
2. During the period when the granted RSAs are deposited in a trust/custody account, each executive must enter into an agreement authorizing the Company to, among others, negotiate, execute, modify, extend,
rescind, and terminate the trust/custody agreement with the trustee/custodian, and give instructions to deliver, use, and dispose of any of the properties under the trust/custody, on their behalf, with full power
and authority.
1. The Company will reclaim the granted RSAs and cancel the same at no extra cost to the Company, where an employee fails to meet the vesting conditions.
2. Voluntary Separation, separation with a severance, or involuntary discharge: Any unvested RSAs will be forfeited on the effective date of separation due to a voluntary separation, separation with a severance, or
involuntary discharge of such employees. The Company will reclaim the RSAs granted to them and cancel the same at no extra cost to the Company.
3. Leave Without Pay: All the rights and obligations in connection with the unvested RSAs will not be affected as a result of employees taking extended leave without pay. However, the actual number of shares
that may be vested will not only be calculated according to the vesting conditions but also be prorated based on the number of months of their service during the year prior to the applicable vesting day. If such
employees are on leave without pay on any vesting day, it shall be deemed that they fail to meet the vesting conditions, and the Company will reclaim the RSAs granted to them and cancel the same at no extra
cost to the Company.
4. Retirement: All the rights and obligations in connection with the unvested RSAs will not be affected as a result of an employee’s retirement, provided that the employee complies with both of the following
conditions after his/her retirement. If any of the following conditions is not met, any unvested RSAs will be forfeited. Exemption could be made case by case by Chairman and CEO.
- Not to get any full-time job; and
- Not to engage in competition with the Company or the Company’s subsidiaries, including without limitation: to join a competitor, to provide any competitive services, to establish any company or business that
would involve a competitive foundry process or service, or to employ, induce, or attempt to induce any TSMC employee to undertake competitive services.
All the rights and obligations in connection with the unvested RSAs will not be affected as a result of an employee’s retirement. However, the actual number of shares that may be vested shall be calculated
according to the vesting condition, and the performance rating granted to them shall be deemed “S”.
5. Employment Termination Due to Death or Physical Disability Caused by Occupational Accidents: The unvested RSAs shall be deemed immediately vested in the case of death or physical disability due to an
occupational accident. For eligible executive officers of the Company, the RSAs vested shall be based on the assumption that the Company’s TSR equals to the TSR of S&P 500 IT Index and there is no further
adjustment for the Company’s ESG achievements. For eligible employees who are not executive officers of the Company and the Company’s subsidiaries, the RSAs vested shall be based on the assumption that
the Company’s Revenue growth, Gross Margin, and ROE are all equal to Threshold. In the case of death, the respective heir(s) may apply for entitlement to those inheritable shares after completing all necessary
legal procedures and providing relevant supporting documents. In the case of physical disability caused by occupational injury, the vested RSAs will be received by such employees.
6. Position Transfer:
- Where any employees apply for transferring to any of the Company’s subsidiaries, affiliates, or other companies, the measures to be taken with respect to their unvested RSAs will be the same as “Voluntary
Separation”.
- Where any employees are assigned by the Company or the Company’s subsidiaries to a position in any of the Company’s subsidiaries, affiliates, or other companies, all the rights and obligations in connection
with the unvested RSAs will not be affected as a result. However, subject to the vesting condition, such employees shall continue working in the assigned subsidiaries, affiliates, or other companies on the
vesting dates. Otherwise, they will be considered to fail to meet the vesting conditions, and the Company will reclaim the RSAs granted to them and cancel the same at no extra cost to the Company. With
respect to the evaluation of the achievement of individual performance goals, Chairman and Chief Executive Officer will determine whether the vesting conditions are met by reviewing the evaluation of the
employees’ performance provided by the assigned subsidiaries, affiliates, or other companies.
7. Where any employees declare to voluntarily relinquish the granted RSAs with a written statement, the Company will reclaim the RSAs granted to them and cancel the same at no extra cost to the Company.
8. Where any employees, after being granted the RSAs, breach any agreement with the Company employment agreement or violate the Company’s work rules, the Company will reclaim the RSAs granted to them
9. Where any executives terminate or revoke their authorization given to the Company regarding the executive’s RSA trust/custody account, the Company will
and cancel the same at no extra cost to the Company.
reclaim their unvested RSAs and cancel the same at no extra cost to the Company.
9. Where any employees terminate or revoke their authorization given to the Company regarding the employees’ RSA trust/custody account, the Company will reclaim their unvested RSAs and cancel the same at no
Number of Restricted Employee Shares
That Have Been Retired or Bought Back
Number of Restricted Employee Shares
That Have Vested
419,466 shares
274,034 shares
Number of Unvested Restricted Employee
Shares
693,500 shares
The Ratio of Number of Unvested
Restricted Employee Share to the Total
Number of Issued Shares (%)
0.00267%
extra cost to the Company.
0 share
0 share
2,110,000 shares
0.0081%
The Effect on Shareholders’ Equity
The potential dilution of the Company’s EPS is minimal; therefore, there is no material impact on shareholders’ interest.
The potential dilution of the Company’s EPS is minimal; therefore, there is no material impact on shareholders’ interest.
Note: The printed date of this Annual Report.
088
089
4.6.2 Employee Restricted Stock Granted to Management Team and to Top 10 Employees
Unit: Share
As of 03/12/2023 (Note 2)
Title
Name
No. of Employee Restricted
Stock Granted
Employee Restricted Stock
as a Percentage of Shared
Issued (Note 3)
Restrictions Released
Restrictions Unreleased
No. of Shares
Issued Price (NT$)
Issued Amount
(NT$ thousands)
Released Shares as a
Percentage of Shares
Issued (Note 3)
No. of Shares
Issued Price (NT$)
Issued Amount
(NT$ thousands)
Unreleased Shares as a
Percentage of Shares
Issued (Note 3)
Management Team and
Employee
Chief Executive Officer
C.C. Wei
Vice President, Chief Financial
Officer/Spokesperson
Wendell Huang
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Lora Ho
Wei-Jen Lo
Y.P. Chin
Y.J. Mii
J.K. Lin
Senior Vice President
J.K. Wang (Note 1)
Senior Vice President
Senior Vice President
Vice President and General Counsel/
Corporate Governance Officer
Cliff Hou
Kevin Zhang
Sylvia Fang
Vice President
Vice President
Vice President and TSMC
Distinguished Fellow
Connie Ma (Note 1)
Y.L. Wang
Douglas Yu
Vice President and TSMC Fellow
T.S. Chang
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President and Chief
Information Officer
Vice President
Vice President
Michael Wu
Min Cao
Marvin Liao (Note 1)
Y.H. Liaw
Simon Jang
C.S. Yoo
Jun He
Geoffrey Yeap
Chris Horng-Dar Lin
Jonathan Lee
Arthur Chuang
Vice President and TSMC Fellow
L.C. Lu
Vice President
Employee
K.C. Hsu
Y.C. Huang (Note 1)
3,497,000
0.01349%
274,034
0
0
0.00106%
2,803,500
0
0
0.01081%
Note 1: Vice President Mr. J.K. Wang retired, effective May 7, 2022. Vice President Ms. Connie Ma retired, effective November 1, 2022. Vice President Dr. Marvin Liao retired, effective November 11, 2022. Mr. Y.C.
Huang retired, effective May 1, 2022.
Note 2: The printed date of this Annual Report.
Note 3: The number of shares issued is based on the amended number of total shares approved by Ministry of Economic Affairs on February 28, 2023.
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 2022, the implementation of uncompleted plan was as follows:
Projects
Unsecured Corporate Bond
(111-6, Green Bond)
Gross Proceeds
NT$10.2 billion
Use of Proceeds
Implementation Status
Green buildings and
environmental protection
related expenditures
As of the end of the fourth quarter of 2022, the actual completion rate was 40.00% (calculated based on
actual payments), as compared to the original plan of 16.76% due to spending earlier than schedule. The
funds were used in accordance with the original plans and there was no major difference between the
expected benefits and the actual ones.
090
091
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 leading advanced
process, specialty technologies, advanced mask technologies,
TSMC 3DFabricTM advanced packaging and silicon stacking
technologies, excellent manufacturing productivity and quality,
as well as comprehensive design ecosystem support, to meet
a growing variety of customer needs. The Company strives to
provide unparalleled 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.
In 2022, TSMC developed or introduced the following
technologies:
Logic Technology
● 2nm (N2) technology development is on track and making
good progress. N2 technology features TSMC’s first
generation of nanosheet transistor technology with full-node
strides in performance and power consumption. Volume
production is expected in 2025.
● 3nm fin field-effect transistor (FinFET) (N3) technology started
volume production in the second half of 2022 as planned.
● N3E technology, an enhanced version of N3 technology, will
continue to provide industry-leading advantages for both
mobile communication and high-performance computing
(HPC) applications. Volume production is expected in the
second half of 2023.
● 4nm FinFET (N4) technology, an enhanced version of 5nm
FinFET (N5) technology, started volume production in 2022.
● 4nm FinFET Plus (N4P) technology development is on track
and making good progress. Customer product tape-outs
were received in 2022 and volume production is expected in
2023.
● N4X technology, introduced in 2021, is TSMC’s first
high performance computing (HPC)-focused technology,
representing the ultimate performance and maximum clock
frequencies in TSMC’s 5-nanometer family. It is expected to
receive customer tape-outs in 2023.
● 5nm FinFET Plus (N5P) technology, a performance-enhanced
version of 5nm technology (N5), entered its second year of
volume production in 2022 for customers’ smartphone and
HPC products.
● 6nm FinFET (N6) technology entered its third year of volume
production in 2022 and was widely adopted for customers’
smartphone, HPC, and consumer electronics products.
● 7nm FinFET (N7) and 7nm FinFET plus (N7+), which
have been in volume production for customers’ 5G and
high-performance computing products for several years,
entered their second year of volume production for
customers’ consumer electronics and automotive products in
2022.
● N12eTM technology, which leverages TSMC’s 12nm FinFET
compact plus (12FFC+) baseline, started volume production
in 2021. Following this, N12eTM technology introduced
innovative low-leakage input/output (IO) devices in 2022 and
is planned to start risk production in 2023.
● 22nm ultra-low leakage (22ULL) technology introduced new
enhanced low leakage in 2021 and has been applied to IoT
products since 2022.
Specialty Technology
● 5nm FinFET Automotive (N5A) technology, an automotive
qualified version of 5nm technology (N5) with automotive
design enablement platform, completed technology and
IP AEC-Q100 qualification and certified by ISO 26262:
Functional Safety – Road Vehicles Standard in 2022.
Customer product tape-outs are expected to start in 2023.
● N6 radio frequency (N6 RF) technology received multiple
customer product tape-outs in 2022. In addition, the second
generation N6 radio frequency (N6 RF+) technology is under
development, and its process design kit (PDK) is expected to
be completed in 2023.
● 12FFC+ RF technology version 1.0 simulation program with
integrated circuit emphasis (SPICE) model and PDK were
released in 2022. This technology was developed on the same
logic process platform as N12eTM technology and targets
IoT wireless connectivity applications and the second wave
mobile RF customers.
● 16FFC FinFET compact (16FFC) RF technology received
multiple customer tape-outs in 2021. The development of its
enhanced version (Enhancement I/II) was completed in 2022
to support applications such as 28/39/47GHz mmWave RF
front-end module and 77GHz/79GHz automotive radar.
● 16FFC embedded magnetoresistive random access memory
● TSMC-SoIC® Wafer-on-Wafer (WoW) technology
(MRAM) technology completed reliability qualification
in 2022, with one million cycles endurance and reflow
capability. This technology is ready for production and is
expected to pass AEC-Q100 Grade-1 reliability qualification in
2023.
● 22ULL and 28ULL embedded resistive random access memory
(RRAM) technologies, TSMC’s second generation of RRAM
solutions, featured balanced cost and reliability. Several
customers qualified products with these technologies and
started volume production in 2022.
● 40nm Silicon on Insulator (N40SOI) technology on 12-inch
wafers, which provides industry-leading competitive
advantages, received multiple customer tape-outs in 2021
and started volume production in 2022.
● 6-inch gallium nitride (GaN) on silicon technology successfully
passed customer product quality and reliability qualification.
In 2022, this technology was widely adopted in power
supplies for various consumer electronic devices featuring
high power efficiency and small footprint. 8-inch GaN on
Silicon technology development is on track and is expected to
be ready in 2025 to further support automotive applications.
● CMOS image sensor (CIS) technology was enhanced and
moved to the next generation to further strengthen the
capabilities of advanced smartphone cameras. In 2022,
TSMC continually helped customers roll out products with
the world’s smallest pixel size. In addition, TSMC successfully
completed technology development of the world’s first
three-wafer-stacked global shutter image sensor and it is
ready for production.
demonstrated superb system performance enhancement
for high performance computing (HPC) products in 2022
by stacking 7nm logic wafer on deep trench capacitor (DTC)
wafer.
● Chip on wafer on substrate with silicon interposer
(CoWoS®-S) technology that integrates multiple
system-on-chip (SoC) chips, second generation high
bandwidth memory (HBM2E) stacks, and a 3-reticle size
silicon interposer that features embedded deep trench
capacitor (eDTC) successfully started volume production for
customer HPC products in 2022.
● Chip on wafer on substrate with redistribution layer
interposer (CoWoS®-R) technology featuring redistribution
layer (RDL) interposer for better signal integrity for HPC
applications successfully started risk production in 2022 and
is expected to start volume production in 2023.
● Integrated Fan-Out on Substrate (InFO_oS) technology
that integrates multiple SoC chips in a 2-reticle size fan-out
package on a >90mmx90mm substrate successfully entered
volume production in 2022.
● Integrated Fan-Out with local silicon interconnect (InFO_LSI)
technology, which integrates 5nm SoCs with ultra-high
density die-to-die interconnects for high performance
computing products, successfully started volume production
in 2022.
● Fine pitch copper (Cu) bump technology for flip chip
packaging on 4nm silicon successfully started volume
production in 2022.
● For silicon photonics technology, TSMC is developing an
5.1.2 Customer Applications
innovative 3D photonics stack technology – compact universal
photonics engine (COUPE), which can integrate silicon
photonics chip and electrical control chip into a single-chip
photonic engine. This photonics engine can be co-packaged
with a high performance computing chip to provide low
power and high speed data transmission. In 2022, several
test chips were taped out for early evaluation to lay a solid
foundation for future volume production.
TSMC 3DFabricTM - TSMC Advanced Packaging and 3D
Silicon Stacking Technologies
● TSMC-SoIC® (System on Integrated Chip) Chip-on-Wafer
(CoW) technology successfully entered volume production
in 2022. Stacking SRAM chips on logic wafers through
CoW technology demonstrates significant performance
improvement.
TSMC manufactured 12,698 different products for 532
customers in 2022. These chips were used across a broad
spectrum of electronic applications, including computers
and peripherals, information appliances, wired and wireless
communication systems, high-performance computing 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.
094
095
5.1.3 Consolidated Shipments and Net Revenue in 2022 and 2021
Unit: Shipments (thousand of 12-inch equivalent wafers) / Net Revenue (NT$ thousands)
Shipments
Wafer
Domestic (Note 1)
Export
Others (Note 2)
Domestic (Note 1)
Total
Export
Domestic (Note 1)
Export
2022
Shipments
2,324
12,929
N/A
N/A
2,324
12,929
Net Revenue
202,075,489
1,789,780,458
16,668,631
255,366,714
218,744,120
2,045,147,172
2021
Shipments
2,562
11,617
N/A
N/A
2,562
11,617
Net Revenue
172,814,551
1,232,485,722
13,055,166
169,059,598
185,869,717
1,401,545,320
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 2022 and 2021
Unit: Capacity / Output (million 12-inch equivalent wafers) / Amount (NT$ millions)
Year
2022
2021
5.2 Technology Leadership
5.2.1 R&D Organization and Investment
Wafers
Capacity
15-16
13-14
Output
15-16
14-15
Amount
854,900
791,459
In 2022, TSMC continued to invest in research and development, with total R&D expenditures amounting to 7.2% of revenue, a
level that equals or exceeds the R&D investment of many other leading high-tech companies.
Faced with the continuous challenge to significantly scale up semiconductor computing power every two years, thereby extending
Moore’s Law, the Company has focused its R&D efforts on contributing to customers’ product success by offering leading-edge
technologies and design solutions. In 2022, the Company successfully started risk production of N3E, an enhanced version of
N3 technology; while the development of 2nm, the leading-edge technology in the semiconductor industry at this time, moved
into baseline setup and the yield learning stage. Furthermore, the Company’s research efforts continued pushing 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 functionality required by customers for mobile SoC and other applications. Highlights
in 2022 included:
● The Company’s integrated interconnect and packaging solution, the 3DFabricTM, showed significant progress by completing
certification of HBM3 (third generation HBM) on CoWoS-S; qualifying InFO_PoP Gen-8 for mobile applications and enhanced
thermal performance; and developing on schedule the next-generation InFO_PoP with backside redistribution layers (RDL).
● In specialty technologies, examples of progress included: improving figure-of-merit of 5V devices of 55nm bipolar-CMOS-DMOS
(BCD) technology and extended 0.13μm BCD technology to support 55V in automotive applications; qualifying next generation
monolithic CMOS-MEMS technology with highly reliable 6-axis inertial measurement unit (IMU); starting risk-production of the
world’s smallest chips of voltage domain global shutter CMOS image sensors with 3-wafer stack technology; and demonstrating
next generation MRAM with smaller cell size, faster writing speed and more power saving for use in MCU, AR/VR/edge-AI
applications.
In 2022, 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 major purposes: the advancement of
semiconductor technologies and the nurturing of human talent
for the future.
R&D Expenditures
Amount: NT$ thousands
8
0
2
,
2
6
2
,
3
6
1
5
5
7
,
4
3
7
,
4
2
1
2021
2022
6
9
7
,
5
8
9
,
5
2
01/01/2023~
02/28/2023
5.2.2 R&D Accomplishments in 2022
Highlights
● 3nm Technology
In 2022, TSMC established platform support of N3E technology
for both HPC and SOC applications, started risk production,
and planned to launch volume production in the second half
of 2023.
● 2nm Technology
Also in 2022, TSMC’s 2nm technological development focused
on baseline setup, yield learning, transistor and interconnect
R/C performance improvement, and reliability evaluation.
During the year, major customers completed IP design and
started silicon validation. TSMC also developed low resistance
RDL and super high performance metal-insulator-metal (MiM)
capacitors to further boost performance.
● Lithography Technology
The Company’s R&D in lithography in 2022 focused on
3nm volume production, 2nm technology development,
and preparation for the next generation. In 2nm, enhanced
variation control, material quality, and defect reduction
demonstrated good performance with expected wafer yield. In
2023, TSMC R&D will continue to pursue extreme ultraviolet
(EUV) technology development, mask pellicle research, and
cost reduction for 2nm technology. In the future, TSMC R&D
will continue to develop leading-edge technology with next
generation EUV scanners to extend Moore’s Law.
● Mask Technology
In 2022, R&D focused on improving critical dimension, pattern
fidelity, overlay performance and defect reduction of EUV
masks yields, exposure durability and wafer productivity by EUV
photoresist and absorber material improvement, multibeam
writer fine-tunning, process recipe modification, and
introducing dry clean and inspection deep learning to meet
the lithography requirements of the 3nm node. Continuous
advancement was made for EUV mask technology by
development of new mask materials and new mask processes
for nodes at 2nm and beyond.
Integrated Interconnect and Packaging
TSMC has named its fine pitch chip-to-chip connection
leveraging existing wafer processes 3DFabricTM, which consists
of both wafer-level frontend and backend technologies. The
Company’s frontend technologies, or TSMC-SoIC® (System on
Integrated Chips), enables leading-edge silicon for 3D silicon
stacking. TSMC’s advanced backend technologies includes
CoWoS® with chips placed onto pre-made RDLs and InFO
with chips embedded before interconnection. The Company’s
3DFabric offers the ultimate flexibility in product design with
integrated frontend and backend technologies to meet future
computing systems integration scaling needs.
● 3DIC and TSMC-SoIC®
TSMC-SoIC® 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 corresponding cost
benefits. SoIC integrated chips can be subsequently assembled
by using conventional packages or TSMC’s new 3DFabricTM
technologies, such as CoWoS® or InFO, for next generation
HPC, AI and mobile applications. Currently, several SoIC
product tape-outs are under verification. The Company is also
planning the next generation of SoIC platform with more
bandwidth improvement at a competitive cost. TSMC will
continue pursue SoIC technological improvements and to
co-optimize with the Company’s advanced silicon technologies
for further gains in transistor density, and system power/
performance/area and cost.
096
097
● CoWoS®
CoWoS® with Si interposer is the leading 2.5D technology for
high-end HPC and AI product applications. The technology
features a Si interposer with sub-micron routing layers and
integrated capacitors (iCaps) so that various chiplets such as
SoC and high bandwidth memory (HBM) can be placed on it.
The new third generation HBM3 was certified on CoWoS-S in
2022. In parallel, CoWoS-L with multiple local Si interconnects
(LSIs) embedded in an organic interposer are being developed.
Compared with CoWoS-S, CoWoS-L dramatically improved the
size limitation of a Si interposer and enabled more features in
an interposer to boost overall system performance.
● InFO
In 2022, TSMC continued its industry leadership in
high-volume manufacturing of InFO_PoP Gen-7 packaging
for mobile applications. InFO_PoP Gen-8 was also successfully
qualified for mobile applications and displayed enhanced
thermal performance. InFO-oS Gen-4 qualified in 2022 and
offers more chip-partition integration, larger package size and
higher bandwidth. Based on standard InFO_PoP structure,
InFO_M_PoP Gen-1, which integrates different functional chips
suitable for wearable applications, was developed and qualified
in 2022. The next-generation InFO_PoP is being developed on
scheduled to provide backside RDL for integrated commodity
of low power DDR DRAM technology (LPDDR).
● Advanced Interconnect
TSMC provides unique interconnect technologies for
its customers to design competitive products. In 2022,
innovations on metallization enabled both line and via
resistance reduction. In addition, development of novel
materials also provided capacitance reduction. Those creative
solutions deliver better chip performance with lower cost.
Corporate Research
Innovation in low-dimensional devices and materials continues
to drive higher performance and reduced power consumption
in advanced logic technologies. In 2022, TSMC stayed at the
forefront of 2D transistor research. At the 2022 Symposia
on VLSI Technology and Circuits, TSMC demonstrated a
novel wafer-scale semi-automated dry transfer process for
monolayer (1L) chemical vapor deposition (CVD) 2D WS2
utilizing the weakly coupled interface between semimetal (Bi)
and 2D WS2. Using this semimetal-assisted transfer process,
TSMC showcased a record high on current and a record low
contact resistance for wafer-scale 1L CVD WS2 transistors. At
the 2022 International Electron Device Meeting (IEDM), TSMC
successfully integrated Hf-based atomic layer deposition (ALD)
higher-k dielectrics with CVD-grown monolayer (1L) MoS2 to
build top-gate 2D nFET with equivalent oxide thickness (EOT)
of ~1nm with a nearly ideal subthreshold swing of 68 mV/dec.
Also at the 2022 IEDM, TSMC demonstrated the first successful
integration of monolayer MoS2 nanosheet (NS) FET in a
gate-all-around configuration. The successful demonstration
of MoS2 NS with high performance and of the stacked NS
modules further clarifies the value proposition in 2D materials
for transistor scaling.
TSMC continues to research emerging high-density,
non-volatile memory devices and hardware accelerators for AI
and HPC applications. At the 2022 International Solid-State
Circuits Conference (ISSCC), TSMC demonstrated a 40nm
phase change memory (PCM) compute-in-memory macro
with a hybrid SLC and MLC configuration. Combining an
input-reordering scheme to enhance sparsity, the 2Mb-cell
design achieved state of the art energy efficiency. At the
2022 IEDM, TSMC had previously introduced a new approach
towards forming-free chalcogenide selectors, where extra
defects were introduced to assist the forming process and
reduce the forming voltage. Forming-free low voltage selectors
based on SiNGeCTe (SNGCT) chalcogenide were demonstrated
along with excellent endurance characteristics over 1010 cycles.
Specialty Technologies
TSMC offers a broad array of technologies to address a wide
range of applications:
● Mixed Signal/Radio Frequency (MS/RF)
The confinement caused by the COVID-19 pandemic over
the past two years triggered a growing demand for MS/
RF chips in wireless connectivity, such as applications in 5G
communications, WiFi7, IoT, and so on. In 2022, TSMC
continued to enhance RF design-technology co-optimization
(DTCO) to a systematic methodology by bridging the validation
between key process knob/device option/layout optimization
and benchmarking circuit performance, and applied these
results to RF technology to provide best performance/
power/cost-tradeoffs solutions, such as 6nm/12nm FFC+
for transceiver designs, 16nm/28nm HPC+ for 5G mmWave
frontend module (FEM) designs, and enhanced 40nm special
process for 5G RF FEM designs.
● Power IC/Bipolar-CMOS-DMOS (BCD)
TSMC continued to increase its 12-inch BCD technology
competitiveness in 2022. The figure of merit of 5V devices
of 55nm BCD technology was enhanced, targeting power
switches for portable devices. The Company plans to further
develop 28V and 5-16V for the 40nm BCD 20/24V technology
platform. The 22nm BCD technology offers 5V to 20V devices
that are in reliability certification stage and has also extended
0.13μm BCD technology to support 55V in automotive
applications.
● Micro-Electromechanical Systems (MEMS)
In 2022, TSMC implemented qualified piezoelectric micro
electromechanical systems (MEMS) technology for mass
production of MEMS speakers with high audio quality and
fast response. In parallel, TSMC’s capacitive micro-machined
ultrasonic transducer (CMUT) MEMS technology was qualified
for medical ultrasound imaging transducer chips with high
image quality and low cost and entered the mass production
stage. In addition, TSMC’s next generation monolithic
CMOS-MEMS technology was qualified in 2022 to produce
highly reliable 6-axis inertial measurement unit (IMU) for
automotive safety and autonomous driving. Future plans
include the development of next-generation high-sensitivity
piezoelectric microphones, total solutions for high SNR
automotive 6-axis IMU, and medical single chip ultrasound
probe applications.
● Gallium Nitride (GaN)
TSMC’s first generation of 650V enhanced GaN high electron
mobility transistors (E-HEMT) went into mass production
in 2022. In order to fill customer demand, TSMC tripled its
production capacity from 2021 levels. Further, to support the
Company’s leading position in the GaN power transistor field,
the second generation of 650V and 100V power E-HEMT
entered the final reliability assessment stage and will start
production in 2023. For GaN transistors application in the
automotive electronics market, the third generation 650V
power E-HEMT development was developed to be delivered in
2025.
● Complementary Metal-Oxide-Semiconductor (CMOS)
Image Sensors
In 2022, TSMC made several major technical advances in
CMOS image sensor technology including: (1) starting risk
production of a new sub-micron pixel technology with
16% pixel area reduction for mobile imaging market; (2)
risk-producing the world’s smallest voltage domain global
shutter CMOS image sensor chips with 3-wafer stack
technology for NIR/security camera market; (3) completing the
technology transfer of silicon direct time-of-flight single photon
avalanche diode (SPAD) process to a manufacturing fab for
3D distance sensing applications; and (4) proceeding with risk
production of stacked CMOS image sensors with N22 logic
wafers as image signal processing units for high-dynamic range
automotive imaging applications.
● Embedded Flash/Emerging Memory
TSMC reached several major milestones in embedded
non-volatile memory (NVM) technologies in 2022. At the
28nm node, the Company’s embedded flash development for
high-performance (HP) mobile computing and HP low-leakage
platforms maintained a stable high yield consumer electronics
grade for mass production, achieved the highest automotive
grade-0 qualification, and are scheduled for product
qualification in 2023. TSMC also offered RRAM as a low-cost
embedded NVM solution for the price sensitive IoT market. The
Company’s 40nm & 28nm nodes entered mass production,
while the 22nm node was ready for production.
The Company also enjoyed several major accomplishments in
embedded MRAM technology, including TSMC’s 16nm node
for automotive applications, which is expected to achieve
technical qualification in 2023. TSMC also had demonstrated
an advancement in next generation memory cells with smaller
cell size, faster writing speed and more power saving to meet
the requirements for MCU, AR/VR/edge-AI applications.
5.2.3 Technology Platform
TSMC provides customers with advanced technology
platforms that include the comprehensive infrastructure
needed to optimize design productivity and cycle times. These
include: electronic design automation (EDA) design flows;
silicon-proven libraries and IP; and simulation and verification
design kits, also known as process design kits (PDKs), and
technology files.
For the latest advanced technologies such as 3nm, 4nm, 5nm
and TSMC 3DFabricTM, the Company provides EDA tools,
features and IP solutions for adoption at various design stages
by customers for system innovation to meet their product
requirements. To help customers plan new product tape-outs
incorporating library/IP from the Company’s Open Innovation
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Platform® (OIP) ecosystem, the OIP ecosystem features a
portal to connect customers to solution providers from 16
EDA partners, six Cloud partners, 37 IP partners, 23 design
center alliance (DCA) and eight value chain aggregator (VCA)
partners, as well as 19 inaugural partners with 3DIC expertise
for the new 3DFabric Alliance, which was officially announced
in October 2022 during TSMC’s North American OIP Ecosystem
Forum in Santa Clara, California.
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, an essential element for IP and customer
designs to ensure that features meet TSMC process technology
requirements, can be found on TSMC-OnlineTM. Corresponding
tech files and PDKs are available for customers to download
and use 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 that process technology
information is accurately represented in EDA tools. By 2022,
TSMC had provided customers more than 43,000 tech files and
2,900 PDKs.
Library and IP
Silicon intellectual property (IP) is the basic building block of
IC designs. Various IP types are available to support different
customer design applications including: foundation, analog/
mixed-signal, embedded memory, interface 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. By 2022, the Company had expanded its library and
silicon IP portfolio to contain more than 55,000 items, a 37.5%
increase over 2021.
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 2022, TSMC released N3E
HPC, mobile and custom design reference flows through OIP
collaboration and announced the availability for customer
adoption of design applications in mobile and HPC platforms.
In addition to process technology advancements, the Company
released the design reference flows for analog design
migration, N16 mmWave and N6 RF sub-6G technologies,
and continued to develop and offer TSMC 3DFabricTM design
solutions for both 3D chip stacking and 2.5D advanced
packaging technologies, including solutions to support the
3DbloxTM standard to unify EDA tool solutions to reduce
3DIC design complexity, thus helping customers to effectively
improve productivity in their system-level designs. These design
reference flows feature FinFET-specific and 3DFabricTM design
solutions to optimize PPA (performance, power and area).
5.2.5 Intellectual Property
For a long time, TSMC has been protecting R&D innovation and
operation development by way of utilizing patents and trade
secrets as dual tracks under the established comprehensive
IP management system, encouraging Company’s innovation
culture, and strengthening Company’s competitive strengths so
as to fulfill the Company’s ESG vision. TSMC’s General Counsel
updates the Board of Directors on the status of the intellectual
property management scheme.
TSMC’s comprehensive patent management system includes:
Patent management strategies, such as Global patent
deployment, Exploratory invention mining, Patent portfolio
expansion, and Patent exploitation and exercise; and Patent
management rules, such as Tier-based IP evaluation, Patent
competition rewards, Educational patent promotion, and
Patent professional training. We have established technological
patent road maps by way of innovative patent strategy,
strict management and risk-control measures; analyzed and
monitored competitors by using intelligent patent maps;
conducted core technology mining through invention
workshops; expanded patent families on key technologies; filed
and maintained patents by tier-based management, further
enhanced patent protection through quality control on patent
applications and continued to construct massive global patent
portfolio with high quality; and, diversified exploitation of
patent assets. In terms of patent filings, TSMC has accumulated
more than 85,000 patent applications worldwide as of end
of 2022, including 8,500+ applications filed in 2022. TSMC
ranked No.2 among global US patent applicants, and No.1
among patent applicants in Taiwan. In terms of patent grants,
TSMC has accumulated 56,000+ patents worldwide as of end
of 2022, including more than 5,500 global patents received.
TSMC ranked No.3 among U.S. Patentees, and No.1 among
patent patentees in Taiwan. In terms of patent quality, the
allowance rate of TSMC’s U.S. applications approached 100%.
Turning to trade secret management and strategy, as the
pioneer of institutionalized trade secret registration systems
since 2013, TSMC continues to develop and innovate trade
secret management. The Trade Secret Registration System (TSR)
keeps daily records of TSMC employees’ wealth of inventions
and innovations at work and encourages further innovations in
targeted technical fields with tailored initiatives. For example,
2021’s promotion of trade secret registration coverage for
mass production fabs of advanced processes in N3, N5, and
N7 met with great success, and 100% of all eligible engineers
involved in such processes completed trade secret registration.
Then in, 2022, TSMC further encouraged “Manufacturing
Excellence” in trade secret registrations by ensuring that
accumulation of the Company’s competitive advantages
stemming from “technology leadership” and “manufacturing
excellence” had appropriate documentation in TSR. The wealth
of innovations contained in TSR also act as valuable sources
for patent mining. TSR also includes business-related trade
secrets such as capacity planning and pricing strategies. By
integrating TSR with the company’s contract management
system and human resource system, TSMC further bolsters its
competitiveness. TSMC also identifies and rewards impactful
and high-quality innovations at its annual Golden Trade
Secret Award ceremony. With implementations of intelligent
automation and artificial intelligence, TSMC has created a
culture that fosters innovation. Between 2013 and 2022, TSMC
has presented 2,279 trade secrets with the Golden Trade Secret
Award, and the TSR has exceeded 241,740 registered trade
secrets as of 2022.
In 2022, TSMC adopted the following innovative measures
of trade secret management to fulfill its vision of sustainable
business: (1) Create an “Encourage Green Trade Secret
Registration, Sharing, and Incentive Guidance” to support
TSMC employees in registering green trade secrets and engage
in sharing and dissemination of green innovations with the
public while complying with company policies on confidential
information protection, and (2) Establish the “Trade Secret
Registration System Alumni Association” to selflessly share
TSMC’s experience in and methodologies of building TSR
and intelligent management. In doing so, TSMC expands its
cross-industry promotion of TSR, continually promotes public
welfare, and increases the awareness and understanding of
trade secret management and its effectiveness.
TSMC received a AAA (the highest tier) certificate by Taiwan
Intellectual Property Management System (TIPS) in December
2021, and the valid period will expire after December 31,
2024.
TSMC’s IP team works closely with technical teams from R&D
in early stage to mass production, and actively constructs
IP portfolio for each key innovative technology, including
the latest 3nm and 2nm technology nodes, so as to ensure
Company’s technology leadership in semiconductor field;
TSMC’s revenue reached historical highs for 13 consecutive
years, and we utilize patents and trade secrets as dual tracks to
successfully protect Company’s main business including process
technologies, designs, manufacturing and sales, and have been
strategically utilized for defense and cross-license negotiation,
so as to secure freedom of business operation worldwide.
5.2.6 TSMC University Collaboration Programs
In recent years TSMC has collaborated closely with a number
of prestigious universities in Taiwan to carry out a variety of
joint research projects. These collaborations encourage more
university professors to conduct leading-edge semiconductor
research in areas such as novel devices, process and materials
technologies, semiconductor manufacturing and engineering,
and specialty technologies for electronic applications. At
the same time, these projects provide hands-on training for
interested students to prepare for joining the semiconductor
industry after graduation. 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. In the past nine years, a total of 245 professors
and more than 3,600 students with backgrounds in the
disciplines of electronics, physics, materials, chemistry, chemical
engineering, and mechanical engineering have joined the
research centers. In 2022, TSMC has also proactively supported
the establishment of national academies at National Taiwan
University, National Cheng Kung University, National Tsing
Hua University, National Yang Ming Chiao Tung University,
National Sun Yet San University, and National Chung Hsing
University. In 2019, the Company jointly launched the
TSMC-NTHU Semiconductor Program to enhance the quality
and number of domestic semiconductor students and attract
more outstanding students to a career in the semiconductor
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industry. In 2022, the list of school partners had grown to nine
universities, including National Taiwan University, National
Cheng Kung University, National Yang Ming Chiao Tung
University, National Taipei University of Technology, National
Taiwan University of Science and Technology, National Central
University, National Sun Yet San University, and National
Chung Hsing University, and had attracted more than 4,000
students to enroll in the program. In addition, TSMC has
long conducted strategic research projects at top overseas
universities such as Stanford, MIT, UC Berkeley and so on,
focusing on innovative capabilities in transistors, interconnect,
materials, device simulation and circuit design.
applications. TSMC research continues to develop novel
materials, processes, devices and memories that may be
adopted in the long run, ten years and beyond. The Company
also continues to collaborate with external research bodies
from academia and industry consortia alike with the goal of
gaining early awareness and adoption of future cost-effective
technologies and manufacturing solutions for its customers.
With a highly competent and dedicated R&D team and
unwavering commitment to innovation, TSMC is confident
in its ability to drive future business growth and profitability
for years to come by delivering competitive semiconductor
technologies to its customers.
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. In 2022,
despite the continued spread of COVID-19 and the ongoing
global chip shortage, 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,
non-volatile memory design and ultra-low power designs.
TSMC and the University Shuttle Program participants enjoy
win-win collaboration through the program, which allows
graduate students to implement exciting designs and achieve
silicon proof points for innovation in various end-applications.
5.2.7 Future R&D Plans
To maintain its technology leadership, TSMC plans to continue
investing heavily in R&D. While TSMC’s 3nm and 2nm
advanced CMOS logic nodes are progressing through the
development pipeline, the Company’s reinforced exploratory
R&D work is focused on beyond-2nm nodes and on areas such
as 3D transistors, new memories and low-R interconnect, to
establish a solid foundation to feed into future technology
platforms. TSMC’s 3DFabricTM advanced packaging R&D is
developing innovations in subsystem integration to further
augment advanced CMOS logic applications. The Company
maintains its intensified focus on new specialty technologies
such as RF and 3D intelligent sensors for 5G and smart IoT
Summary of TSMC’s Major Future R&D Projects
Project Name
Description
3nm logic technology platform and
applications
2nm and beyond logic technology platform
and applications
3DIC
Next-generation lithography
Long-term research
3D CMOS technology platform for SoC
3D CMOS technology platform for SoC
Cost-effective solutions with better form factor
and performance for 3DIC integration
Next-generation 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
The projects above account for roughly 80% of the total R&D budget for 2023. Total R&D budget is
estimated to be around 8% of 2023 revenue.
5.3 Manufacturing Excellence
5.3.1 GIGAFAB® Facilities
Maintaining reliable production capacity is a key TSMC
manufacturing strategy. The Company currently operates
four 12-inch GIGAFAB® facilities: Fabs 12, 14, 15 and 18.
The combined capacity of these four facilities exceeded 11
million 12-inch wafers in 2022, while producing 0.13μm,
90nm, 65nm, 40nm, 28nm, 16nm, 7nm and 5nm process
technologies, and their sub-nodes. 3nm technology has
successfully entered volume production in Fab 18 with good
yield in the second half of 2022. Capacity has been expanded
at Fab 12 for R&D work on leading-edge manufacturing
technologies including current support for the development of
2nm nodes and beyond.
TSMC GIGAFAB® facilities are coordinated by a centralized
management system known as super manufacturing
platform (SMP) to provide customers with consistent quality
TSMC has also integrated new applications such as intelligent
mobile devices, IoT, edge computing, and mobile robot, with
intelligent automated material handling systems (AMHS) to
consolidate wafer manufacturing data collection and analysis,
utilize manufacturing resources efficiently, and maximize
manufacturing effectiveness. TSMC continues to intellectualize
semiconductor production through AI that processes massive
amounts of production data to achieve agile and intelligent
operations. In addition, TSMC has implemented augmented
reality (AR) technology to improve equipment installation
efficiency and assist equipment engineers to diagnose remotely
during the COVID-19 pandemic.
5.3.4 Digital Transformation
To meet the strong, pent-up demand for wafers during
the ongoing pandemic era, TSMC continues to implement
technology to transform the “automated fab” into the
“intelligent fab,” with simultaneous improvement in product
quality, equipment capacity, and personnel effectiveness.
Intelligent fabs have integrated the domain knowledge of
semiconductor manufacturing, kept the system self-learning,
and expanded the application of AI and machine learning,
which includes dispatching, equipment tuning, process control,
equipment diagnosis and maintenance, and quality inspection.
As a result, today’s engineers have been freed up to focus on
problem solving. This digital transformation platform breaks
through the limitations of the physical workplace, combines
the expertise of those in different locations, and makes
centralized management of global manufacturing a reality.
5.3.5 Raw Materials and Supply Chain Management
In 2022, TSMC continued to review and resolve, together with
suppliers, 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.
and reliability, improved flexibility to cope with demand
fluctuations, and 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 manufacturing process
and quality control becomes extremely challenging. TSMC has
tailored its manufacturing infrastructure to handle a diversified
product portfolio that uses strict process control to meet
tightened specs and higher product quality, performance
and reliability requirements. TSMC’s process control systems
are integrated with numerous intelligent functions to achieve
excellence in both quality and manufacturing. Through
intelligent detection, smart diagnosis, and cognitive action,
the Company produces remarkable yield enhancement, quality
assurance, workflow improvement, fault detection, cost
reductions, all while shortening the R&D cycle.
To meet 5G’s stricter quality requirements for mobile, high
performance computing (HPC), automotive and the Internet
of Things (IoT), TSMC is implementing artificial intelligence
(AI) and machine learning technologies, and has developed
systems for precise fault detection and classification, intelligent
advanced equipment and process control to ensure the
consistency of tool matching and process stability. TSMC
combines intelligent process variation detection with foundry
know-how to identify potential defects and minimize the
convergence of process variation through self-diagnosis and
cognitive action. As the result, each chip can be precisely
controlled at the nanometer level to produce the highest
quality wafers for customers.
5.3.3 Agile and Intelligent Operations
The Company’s use of sophisticated, agile and intelligent
operating systems drives manufacturing excellence. TSMC
has integrated intelligent process experience, machine
tuning, manufacturing know-how, and artificial intelligence
technologies to create an intelligent manufacturing
environment. Intelligent manufacturing technologies are widely
applied to enhance lean manufacturing, boost employee and
equipment productivity, and improve process and equipment
control, quality control, and robotic control. The end result is
real-time information analysis, improved forecast capability,
maximum cost effectiveness, and accelerated innovation.
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Raw Materials Supply
Major Materials
Major Suppliers
Market Status
Procurement Strategy
Raw Wafers
FST
GlobalWafers
SEH
Siltronic
SK siltron
SUMCO
These 6 suppliers together provide over 90% of the world’s
raw wafer supply.
● TSMC’s suppliers of silicon wafers are required to pass stringent quality certification
procedures.
● TSMC procures wafers from multiple sources to ensure adequate supplies for volume
manufacturing and to appropriately manage supply risk.
● Raw wafer quality enhancement programs are in place to support TSMC’s technology
advancement.
● TSMC regularly reviews the quality, delivery, cost, sustainability and service performance
of its wafer suppliers. The results of these reviews are incorporated into subsequent
purchasing decisions.
● A periodic audit of each wafer supplier’s quality assurance system ensures that TSMC
can maintain the highest quality in its own products.
● TSMC takes various approaches with suppliers to better manage the cost and supply.
● Most suppliers have located their new operations closer to TSMC’s major
manufacturing facilities, thereby significantly improving procurement logistics and
reducing supply risk
● All supplied products are regularly reviewed to ensure that TSMC’s specifications are
met and product quality is satisfactory.
● TSMC encourages and engages with chemical suppliers to implement innovative green
solutions for waste reduction
These 12 companies are the major worldwide suppliers of
chemicals.
Chemicals
Lithographic
Materials
Gases
Slurry, Pad, Disk
Air Liquide
BASF
DuPont
Entegris
Fujifilm Electronic Materials
Kanto PPC
Kuang Ming
Merck
RASA
Shiny
Tokuyama
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
Nippon Sanso Taiwan
3M
AGC
Cabot Microelectronics
DuPont
Fujibo
Fujifilm Electronic Materials
Fujimi
These 7 companies are the major worldwide suppliers of
lithographic materials.
These 9 companies are the major worldwide suppliers of
specialty gases.
● 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 policies, and jointly set improvement programs and monitor
progress to ensure continuous improvement in TSMC’s supply chain.
● Some major suppliers have relocated or plan to establish new manufacturing sites
closer to TSMC’s major manufacturing facilities, thereby significantly improving
procurement logistics and reducing supply risks.
● The majority of these suppliers have facilities in multiple geographic locations, which
minimizes supply risk for TSMC.
● TSMC conducts periodic audits to ensure that the suppliers 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 jointly set improvement programs and monitor
progress to ensure continuous improvement in TSMC’s supply chain.
● Most suppliers have relocated or plan to establish new manufacturing sites closer to
TSMC’s major manufacturing facilities, thereby significantly improving procurement
logistics and reducing supply risks.
Suppliers Accounting for at Least 10% of Annual Consolidated Net Procurement
Unit: NT$ thousands
Supplier
Company A
Company B
Company C
Others
Total Net Procurement
Procurement Amount
2022
As % of 2022 Total
Net Procurement
Relation to TSMC
Procurement Amount
As % of 2021 Total
Net Procurement
Relation to TSMC
2021
18,259,301
16,120,039
N/A
56,546,611
90,925,951
20%
18%
None
None
N/A
None
62%
100%
-
-
14,469,081
13,352,067
7,784,013
35,181,148
70,786,309
20%
19%
11%
50%
100%
None
None
None
-
-
● 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 (Q&R)
TSMC strives to provide excellence in semiconductor
manufacturing services to all its customers worldwide. The
Company is dedicated to providing outstanding quality in every
facet of its business and maintains a culture of continuous
improvement to assure customer satisfaction. TSMC
implements containment and preventive measures to protect
customers from potential product defects.
In the technology development stage, the Q&R organization
helps customers design in superior product reliability. In
2022, Q&R worked continuously with R&D in advanced
logic, specialty and advanced packaging technologies
throughout development and qualification stages to ensure
meeting commitments to customers with respect to device
characteristics, process yield and product reliability.
For advanced logic technology, in 2022 Q&R focused on
certifying technology quality and reliability for risk production
of 3nm FinFET. For specialty technologies, Q&R successfully
completed IP qualification of consumer grade 22nm
embedded RRAM (resistive random access memory). In
Bipolar-CMOS-DMOS (BCD) technologies, Q&R qualified 40nm
BCD with 20/24V applications. In addition, TSMC’s advanced
packaging solutions enabled system improvement of the wafer
level process by integrating the frontend wafer process and the
backend chip packaging. In 2022, Q&R achieved qualification
of the TSMC 3DFabricTM technology platform and successfully
qualified the first SoIC, WoW and CoWoS® technologies
for HPC products to provide better system-level integration
through heterogeneous chip package interaction.
To continuously reduce product defects, enhance process
controls, facilitate early detection of abnormalities and prevent
quality problems in general, Q&R collaborates with other
operational entities to establish real-time defense systems using
advanced statistical methods and quality tools. Q&R and the
Company’s fabs have also 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 requirements to
tighten 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 defective parts per million
(DPPM) 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) in 2022. Furthermore, several digital
transformation projects were completed in the areas of raw
materials management, statistical process control (SPC),
metrology and laboratory analysis by leveraging machine
learning and artificial intelligence to achieve TSMC’s goal
of digital transformation. In these endeavors, Q&R had
the capability of intelligent quality defense and remote
management of manufacturing to overcome the impact of the
COVID-19 pandemic, making seamless quality control across its
worldwide fab network a reality. In 2023, Q&R will continue to
enhance employee capabilities by promoting quality methods
and professional trainings and applying artificial intelligence to
enhance TSMC competitiveness.
Q&R is committed to green manufacturing, responsible
supply chain and sustainable management practices. In 2021,
Q&R set up a new advanced chemical laboratory to enhance
continuous quality monitoring of raw materials. This helped
R&D make significant innovations in materials and it provided
services to enhance the technologies in the industry supply
chain. Q&R collaborates with the corporate ESH organization
to ask suppliers to declare that their materials to ensure
compliance with international regulation for carcinogenic,
mutagenic and reprotoxic (CMR) substances and to classify all
risky materials and carry out test sampling. In 2020, Q&R had
100% inspection capability for CMR substances and shared
its inspection methods and capabilities with major material
suppliers to enhance the monitoring of hazardous substances
and control capability in the supply chain. Furthermore, in
2021 Q&R assisted TSMC subsidiaries in setting up inspection
capability for hazardous substances to enhance corresponding
monitoring and control capability for industry supply chain.
In 2022, Q&R continuously provided state-of-the-art material
analysis and applied best knowledge management methods to
assist capacity expansion and technology enhancement of new
raw material production lines or to assist new suppliers with
the fundamentals to optimize the balance between quality
and capacity. All the efforts above have supported TSMC in
navigating through geo-political turmoil to achieve continuous
growth in 2022.
Q&R also worked with manufacturing teams on recycling and
reuse of chemical acids and enabled several recycled chemicals
to achieve the quality level for electronic grade in 2021. In
2022, Q&R continued sharing its technical knowledge to assist
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chemical suppliers in developing further recycling and reuse
projects and worked with Company operations to implement
engineering validation for recycling chemicals to meet TSMC’s
quality requirements and environmental sustainability. Q&R
is also committed to the continual improvement of local
supply chains and developing local talent. In 2022, Q&R again
collaborated with Semiconductor Equipment and Materials
International (SEMI) to hold the fourth Strategic Materials
Conference (SMC) in Taiwan to motivate talented domestic
personnel and share win-win strategies for technology
and sustainable development, environmental, social, and
governance (ESG) objectives both within TSMC and industry
wide 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 enhance
customer satisfaction. These programs encourage colleagues
to strive for excellence, drive cross-departmental observation
and learning, and enhance their innovative, 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 improvement
methods of other industries. In 2022, TSMC’s outstanding
performance was recognized with six gold, four silver and three
“best improvement and innovation” awards. At the same time,
Q&R coached domestic material suppliers to participate in the
competition for local suppliers’ quality culture and capability
enhancement. In 2022, despite COVID-19 restrictions affecting
suppliers› resources and willingness, Q&R encouraged 76% of
TSMC’s material suppliers to participate in the competition to
promote a quality culture of continuous improvement. In the
end, 16% of these suppliers were finalists with four gold, three
silver and four bronze awards. In addition, in order to enable
new employees to understand and integrate into TSMC’s
quality culture more quickly, Q&R added quality culture courses
to the newcomer training program at the beginning of 2022.
So far, more than 12,000 new employees have completed the
training.
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 2022. Meanwhile, a third-party audit verified the
effectiveness of the Company’s quality management systems
in compliance with IATF 16949: 2016 and IECQ QC 080000:
2017 requirements. In 2022, TSMC’s four backend fabs also
continually passed the certification of American National
Standards Institute ANSI/ESD (Electrostatic Discharge) S20.20
standard. Regular 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 five
major growth markets the Company serves: high performance
computing (HPC), mobile communications, the Internet of
Things (IoT), automotive and digital consumer electronics.
5.4 Customer Trust
5.4.1 Customers
TSMC’s customers make a wide 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., Amazon Web Services,
Inc., Broadcom Inc., Intel Corporation, MediaTek Inc.,
NVIDIA Corporation, NXP Semiconductors N.V., Qualcomm
Incorporated, Renesas Electronics Corporation, Sony
Semiconductor Solutions Corporation, STMicroelectronics N.V.
and many more worldwide.
Customer Service
TSMC is committed to providing the best possible service,
which is critical to customer satisfaction, retention, relationship
enhancement and attracting new customers. TSMC has
established a dedicated service team that strives to provide
world-class services to support customers in product design,
mask making, wafer manufacturing, and backend services,
hence TSMC can increase customer satisfaction and win
customer trust in order to maintain sales and profitability of
the company.
To improve customer interaction on a real-time basis,
TSMC-OnlineTM offers a suite of web-based applications 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 on wafer fabrication, backend processes, and order shipments.
Customer Satisfaction
To ensure customer satisfaction, TSMC must fully comprehend its customers’ needs. To this end, the Company appoints third-party
consulting firms to conduct annual customer satisfaction surveys (ACSS) with majority of existing customers either via online surveys
or direct interviews. In addition to the survey, TSMC 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.
Customer Information Protection
TSMC complies with applicable regulations and international standards in terms of customer information protection and has
received ISO 27001 international information security certification. Relevant proprietary information protection policies and standard
work process are established to ensure only authorized personnel can access the engineering and production data of a specific
customer.
Customers Accounting for at Least 10% of Annual Consolidated Net Revenue
Unit: NT$ thousands
Customer
Customer A
Customer B
Others
Total Net Revenue
2022
2021
Net Revenue
As % of 2022 Total
Net Revenue
Relation to TSMC
Net Revenue
As % of 2021 Total
Net Revenue
Relation to TSMC
529,649,200
N/A
1,734,242,092
2,263,891,292
23%
None
N/A
None
77%
100%
-
-
405,402,955
153,740,831
1,028,271,251
1,587,415,037
26%
None
10%
None
64%
100%
-
-
● 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
At TSMC, innovation has always been an exciting challenge. Competition continues to intensify in the face of increasing industry
consolidation and the commoditization of technology at more mature, conventional levels, and thus semiconductor 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®, an “outside in” approach to complement traditional “inside
out” methods. TSMC has chosen this path to stimulate innovation via its OIP initiative, which is a key part of the TSMC Grand
Alliance.
The OIP initiative is a comprehensive design technology infrastructure that encompasses all critical IC implementation areas to
lower design barriers and improve first-time silicon success. OIP promotes the speedy implementation of innovation within the
semiconductor design community and its ecosystem partners using TSMC’s and partners’ IP and process technology in design
implementation 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
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assurance (AAA) initiative is key to OIP, providing the
precision 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
production, 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.
● Alliances that enable semiconductor designing in the Cloud
for the benefit of scalability, agility and flexibility to meet
different customer demand in work models.
● Alliances that provide design services to support customer
demand regarding resources and capabilities, depending
upon the various scope and requirements in the
semiconductor design stages and value chain.
● Alliances to enable customers’ system-level designs for
integrating multiple chips/chiplets in 3D stacking and
advanced packaging.
● Participants consisting of 16 EDA partners, six Cloud partners,
37 IP partners, 23 design center alliance (DCA) partners, eight
value chain aggregator (VCA) partners and 19 partners in the
new 3DFabric Alliance. TSMC and partners work together
proactively and engage much earlier and deeper than ever
before in order to address the mounting design challenges of
advanced technology nodes. Through this early and intensive
collaboration, 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. Hence, this helps achieve design
technology co-optimization (DTCO) among TSMC process
technologies, OIP design solutions and customer product
designs.
● A partner management portal, which facilitates
communication with ecosystem partners for efficient business
productivity. Designed with a highly intuitive interface, this
portal can be accessed via a direct link from TSMC-OnlineTM.
● The in-person OIP Ecosystem Forum held by TSMC in
October 2022 after the forum had been held online the
past two years due to COVID-19 pandemic. This annual
event demonstrates how TSMC and its ecosystem partners
jointly develop design solutions on top of TSMC’s advanced
technologies. At the forum, TSMC made key presentations
on its TSMC FinFlexTM innovation that combines both
process and design co-optimization for 3nm technology
that continues the full-node power performance area (PPA)
scaling trend together with the offering of high-density
and high-performance libraries and design solutions for
the support of smartphone and HPC design applications.
The Company also made presentations on the readiness
of analog cell that can help boost analog IP yield, with the
design solutions in 5nm, 4nm and 3nm to enable EDA and
design flow automation to support analog design migration.
Other presentation topics included: enhanced automotive
design enablement platform (ADEP) with design solutions
and ecosystems readily available in 16nm, 7nm, 5nm and 3D
chip stacking and 2.5D advanced packaging design solutions
together with EDA tools that support 3DbloxTM ready to
facilitate integration of multiple chips/chiplets in customer’s
system-level designs using TSMC 3DFabricTM technologies,
which include TSMC-SoIC®, InFO (Integrated FanOut) and
CoWoS® (Chip on Wafer on Substrate). The availability of
the aforementioned design ecosystem solutions will help
customers successfully pursue opportunities in all major
markets: high performance computing, mobile, the IoT,
automotive and digital consumer electronics.
5.5 Information Security Management
5.5.1 Information Security Policy and Organization
TSMC is committed to information security and confidentiality
protection for its customers, shareholders, and partners. To
this end, the Company has formulated, implemented and
regularly updated rigorous cybersecurity policies, procedures
and measures to achieve information security and confidential
information protection, as reflected in TSMC’s “Information
Security Declaration.”
Top TSMC executives are involved in planning the direction and
implementation of this information security strategy with the
goal of achieving optimum information security management.
The Company has established a dedicated organization,
Corporate Information Security (CIS), which is in charge of
information security policy formulation, implementation,
risk management, and strengthening information security
through regular compliance audits. The head of CIS leads and
collaborates with the security task force, “PIP and Cybersecurity
Committee”, and “IT Security Committee” to plan and
implement security management activities and reports to
the Audit Committee every six months on the performance
and effectiveness of information security management. The
Audit Committee Chairperson also reports to the Board of
Directors on the implementation status of information security
management. The PIP and Cybersecurity Committee is chaired
by the Senior Vice President of Information Technology and
Materials Management & Risk Management; vice presidents
of legal, human resources, R&D, and operations are also
members of this Committee, which meets quarterly to review
and formulate information security policies to ensure TSMC can
fulfill its goals and commitment in this aspect.
In 2022, TSMC assigned the Senior Vice President of
Information Technology and Materials Management & Risk
Management as the Chief Information Security Officer (CISO) in
charge of information security risk management to review the
effectiveness of security policy, procedures and cybersecurity
measures.
Corporate Information Security Organization Structure
Board of Directors
Audit Committee
PIP & Cybersecurity
Committee
IT Security Committee
5.5.2 Information Security Management Strategy and
Resources
To achieve TSMC’s information security management goals
and maintain competitiveness, the corporate information
security organization actively strengthens security and
confidential information protection mechanisms. CIS sets
clear policy, procedures and guidelines and continuously
enhances the Company’s management systems and
implements comprehensive risk controls. In addition, CIS
regularly performs information security risk assessments
and sets priorities based on the impact and probability of a
risk, as well as the cost of reducing such risk. CIS uses the
plan-do-check-act (PDCA) methodology to continuously
enhance multi-layer information security defenses and establish
key performance indicators (KPIs) for information security. In
2022, TSMC invested in excess of NT$1 billion to strengthen
information security, employing more than 500 employees for
information security-related activities, with more than 1,000
external security personnel engaged in the physical aspects of
information security services.
5.5.3 Information Security Incident Handling and
Notification
TSMC has established enterprise risk management mechanisms
and procedures to handle information security incidents.
The mechanisms and procedures define relevant processes
and measures for incident notification, designation of
personnel responsible for handling material information
security incidents, and assessment of losses suffered as well as
additional measures needed, evaluation of information security
risks to the Company’s financial and operations, and proposed
countermeasures to mitigate these risks. For the year 2022 and
as of the date of this Annual Report, TSMC has not suffered
any financial losses nor operational impact due to material
information security incidents.
Corporate Information
Security Organization
5.6 Human Capital
Human capital is TSMC’s most treasured asset. The Company
strives to provide employees with meaningful work content,
continuous learning, a safe and pleasant work environment
that is both diverse and inclusive, and high-quality
compensation and benefits. TSMC goes beyond this, 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.
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5.6.1 Human Rights Policy and Specific Actions
● Make diverse open dialogue channels available for
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
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 2022, the Company used the Responsible Business Alliance’s
Self-Assessment Questionnaire (SAQ) to identify the greatest
risks regarding “labor, health and safety, environment, and
ethics” matters and to formulate substantive actions and
managerial response. The SAQ scores of each of TSMC’s
operating fabs were in the low risk range, defined as 88 points
or above.
In 2022, TSMC conducted multiple human rights protection
training courses, including plant safety and health, emergency
response, first-aid personnel training, friendly workplace, etc.
The total training hours are 205,342.1 hours, and a total of
70,008 employees have completed the training, accounting
for 95.7% of the total number of employees, and the total
number of participants reached 190,312. Among them, in
order to implement the human rights policy, TSMC promotes
the “Understand TSMC Human Rights Policy, create a Friendly
Workplace, and eliminate Sexual Harassment” course. 63,550
employees have completed the training, and the passing rate
of the post-training test is 100%.
TSMC abides by the rights granted to workers by laws and
regulations, and respects the freedom of collective consultation
and assembly and association of all employees. The company
will not interfere or intervene. TSMC holds Silicon Garden
Meeting, aka Labor-Management meeting on a regular
basis, listens to employees’ opinions and makes timely and
appropriate responses through a diversified and comprehensive
internal communication framework, in order to strengthen the
good communication between the company’s management
team and employees and ensure a harmonious employee
relationship.
TSMC believes that a diverse management and talent structure
will contribute to the company’s competitive advantage and
sustainable development. Through the implementation of the
“Diversity and Inclusion Statement”, TSMC actively establishes
an open management model, creates an inclusive working
environment, and encourages different talents to join the
semiconductor industry, so that the industry can maximize the
benefits of diverse talent resources.
TSMC has officially established an employee resource group
(ERG) – “Women@tsmc” in the middle of 2022. It provides
a platform for female colleagues to support each other,
strengthens the company’s internal network, and encourages
women colleagues to realize their potentials. In 2022, the
“Inclusive Leadership Workshop” was also held to support
senior executives to understand the connotation of Diversity
& Inclusion, understand unconscious bias, and promote an
inclusive and friendly workplace. By the end of 2022, the
training completion rate of senior executives reached 81%. In
the same year, the Research and Development organization
took the lead in formally establishing the “Diversity and
Inclusion Committee”, turning the company’s goals into
concrete actions and promoting the innovative value of
diversity and inclusion.
5.6.3 Workforce Structure
At the end of 2022, TSMC had 73,090 employees worldwide,
including 7,295 managers, 35,189 professionals, 8,665
assistants and 21,941 technicians. The following two tables
summarize the makeup of TSMC’s workforce and the female
portion of management as of the end of February 2023:
Workforce Structure
Managers
Professionals
Assistant
Engineer/Clerical
Technicians
Job
Total
Gender
Male
Female
Ph.D.
Master’s
Bachelor’s
Other Higher
Education
High School
Average Age
Average Years of Service
12/31/2021
12/31/2022
02/28/2023
6,635
31,920
6,620
19,977
65,152
64.6%
35.4%
4.1%
47.3%
27.6%
8.9%
7,295
35,189
8,665
21,941
73,090
65.6%
34.4%
3.8%
47.2%
29.3%
8.4%
7,373
35,174
8,767
22,005
73,319
65.6%
34.4%
3.9%
47.0%
29.4%
8.4%
Female Ratio in Management
12/31/2021
12/31/2022
02/28/2023
Female Ratio in Junior Management
Female Ratio in Senior Management
Female Ratio in Top Management
13.4%
12.5%
8.3%
13.6%
13.0%
6.1%
13.6%
13.2%
6.1%
Note: Junior management positions include first-line managers; top management positions include vice
presidents and higher as well as CEO.
5.6.4 Recruitment
A common vision and values shared by the Company’s
employees are key to TSMC’s growth and success. As for
recruitment of new employees, the Company is committed
to finding and hiring top-notch professionals in all positions.
TSMC is an equal opportunity employer and practices open
and fair recruitment. The Company evaluates all candidates
according to their qualifications relative to each position
without regard to race, gender, age, religion, nationality or
political affiliation but instead with an emphasis on integrity
and ability.
TSMC adheres to its core values and continues to move
forward with a lofty vision. The Company has long attracted
new blood both in Taiwan and overseas. To ensure the talent it
needs for the continuous growth, TSMC expanded its recruiting
channels and employed over 12,000 employees worldwide in
2022.
5.6.5 Talent Development
Employees are TSMC’s most important asset. In addition to
creating a diverse and inclusive workplace environment that
encourages employees to learn and develop their strengths,
TSMC also attaches great importance to the early and
continuous development of the capabilities of all employees.
In this regard, the Company integrates internal and external
resources, provides challenging, meaningful and interesting
work in a world-class workplace and creates a continuous,
diverse learning environment. In addition, the Company
has initiated the TSMC Employee Training and Education
Procedures to ensure that the employees and the Company
can grow together with “goals, plan and discipline” so as to
become a force to uplift the society.
12.0%
11.3%
11.3%
36.0
8.6
35.7
8.3
35.9
8.4
TSMC intends to expand global operations and pursue
sustainable growth, and talent development is crucial to the
completion of these strategic goals. Therefore, the Company
selects and cultivates talented employees based on the “TSMC
5.6.2 Diversity and Inclusion
Education
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台積公司願景
成為全球最先進
及最大的專業積體電路技術
及製造服務業者
公司永續發展
儲備員工未來能力
釋放員工潛能與創新
人才發展策略
建構人才梯隊
促動員工自主學習、
準備員工未來所需的能力、
為公司與社會創造正向影響
Talent Development Model” to support the Company’s sustainability, and follows two strategies for talent development: “Equipping
Employees with Future Capabilities” – preparing employees with the skills for the future and build a talent pool, and “Unleashing
Employees’ Potentials and Innovation” encouraging and enabling self-learning and continuous innovation to create positive impact
to the company and the society. As for the approach of talent development, the Company initiates ability-based learning programs,
focusing on the core traits of character, perseverance, resilience, initiative, innovation, judgment, broadness of mind and breadth/
depth of knowledge and develop the leadership, professional and general skills according to different positions, professional
and organization diagnosis needs. Meanwhile, through diverse and versatile learning approach, including experiential learning
(accounting for 70%), feedback and guidance (accounting for 20%), education and training (accounting for 10%), blended learning
and future AI adaptive learning, together with training and development programs at all levels, comprehensively and systematically
plan and develop the capabilities required by all employees. In this way, to cultivate the learning momentum, support employees’
and the Company’s continuous growth and breakthrough.
各職級的訓練與
發展計劃
多元且彈性的
學習方式
能力導向的
學習模組
70/20/10法則、混成學習 &
台積人才發展架構 &
學習動能培養
系統化學習藍圖
組織發展診斷
AI自適應學習
TSMC Talent Development Model
TSMC Vision
Company Sustainability
Be the most advanced and
largest technology and foundry
services provider
Equip employees
with future capabilities
Unleash employees’
potential & innovation
Prepare employees with
the skills for the future and build
a talent pool
Enable self-learning and create
positive impact to the company
and the society
Talent Development Strategy
Ability-based
Learning Program
Diverse & Versatile
Learning Approach
Training & Development
Programs at all levels
TSMC People Development
Framework & organization
development diagnosis
70/20/10 principle, blended
learning, & AI adaptive learning
Systematic learning roadmap
Learning Momentum
Cultivation
In 2022, TSMC conducted over more than 3,700 classroom training sessions, over more than 8,500 virtual classroom training
sessions, and provided over 5.07 million hours of training with a total of more than 2.51 million attendees participating. The
average annual training time per employee increased to 69.5 hours, an increase of 42% over the previous year. TSMC training
expense reached NT$968 million and the average training cost per employee is about NT$13,000, a 5.6-fold increase from the
previous year (Note).
5.6.6 Competitive Overall Compensation
In order to develop the most effective compensation strategies, TSMC reviews and selects benchmark companies annually and
collects market information on compensation data of the whole industry for competitiveness analysis.
Note: In order to align the definition of training expenses with international market research information (Training Magazine), including total training spending, outside products & services, and training staff payroll,
starting from 2022, training staff payroll will be included in annual training expenses.
TSMC’s compensation program includes a monthly salary,
performance bonuses based on quarterly business results, and
profit sharing based on annual results.
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’s success, and to align employee
interests with those of TSMC’s shareholders so as to achieve
win-wins for the Company, shareholders and employees
alike. The Company determines the bonus and profit sharing
amounts based on operating results and domestic industry
practice. 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, contributions and
performance.
A similar approach is used in TSMC’s compensation programs
at 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.
In addition to the competitive compensation described
above, the Company has approved and implemented a global
employee stock purchase plan in 2022 which is available to all
regular employees of TSMC and its wholly owned subsidiaries.
Through this plan, Employees are encouraged to participate in
the Company’s long-term success.
TSMC believes that long-term ownership of Company shares
by corporate officers helps align their interests with those
of all shareholders, and therefore, the Company formulated
Corporate Officer Shareholding Guidelines in 2020. The
required holding value of TSMC shares by the chairman, CEO,
and other corporate officers is proportional to their annual
base salary: 18 times for the chairman and CEO, nine times for
other officers in Taiwan facilities and VisEra, and three times
for overseas officers. Officers shall fulfill the required value
within three years of appointment and maintain the required
value for the entire period of employment. Furthermore, to
attract and retain corporate executives and other critical talent
and to link their compensation with shareholder interests and
environmental, social, governance (ESG) achievements, TSMC
established employee restricted stock awards rules in 2021 and
2022.
5.6.7 Employee Benefit System Superior to Statute
TSMC offers employee benefits that are superior to the
applicable statutes. In addition to twelve national holidays per
year, seven memorial days are also designated as holidays.
During the COVID-19 pandemic, to reduce the risk of infection
in public transportation and crowd gatherings, TSMC launched
a split work and work from home policy. The Company
provides employees with statuary labor insurance and national
health insurance as well as comprehensive paid group
insurance plans. Coverage includes life insurance and insurance
for accidents, hospital coverage, cancer and critical illness
and business travel. There are also various employee self-paid
group insurance plans available at lower prices for employee
family members. The group insurance coverage is extended
to employees on approved unpaid leave. To better support
new hires, TSMC offers one day of annual leave for every two
months of service in the first year. Employees who need to take
long leaves of absence for military service or severe injuries can
also apply for unpaid leave, and then apply for reinstatement
after the expiration of the period. In addition, TSMC provides
pensions, financial assistance for emergencies, subsidies for
marriage, childbirth and funerals, as well as discounts in
designated shops.
In accordance with local laws and regulations, TSMC provides
breastfeeding and breast milk collection rooms. To help
employees balance their personal and work lives, TSMC not
only offers parental leave but also provides a comprehensive
leave management system. The Company established the TSMC
childcare benefit program, to extend maternity leave from eight
to 12 weeks and paternity leave from five to ten days. It also
increased the maternity subsidy from NT$1,000 to NT$10,000
per child. TSMC has set up four on-site kindergartens for
employees in Taiwan, so that employees can work in a
peaceful mind. In addition, a holiday STEAM campus has been
organized to accompany the growth of employee’s children.
All TSMC facilities are equipped with 24-hour health centers,
where healthcare management professionals and appointed
onsite physicians provide quality services beyond those required
legally. The health centers work with hospitals and employee
assistance program service providers to offer comprehensive
support for the emotional and physical well-being of
employees. In addition to annual checkups for all employees,
in 2022 TSMC began providing employees with five advanced
checkup items upon completion of every five years of service.
112
113
The Company encourages employees to exercise regularly by
subsidizing 59 clubs, improving exercise facilities, and holding
regular sports events to help employees find peers with similar
sports interests. Also to help employees balance their work and
life, TSMC provides:
● 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 centers and onsite preschool services to
meet employees’ needs for childcare; festival bonuses and
emergency subsidies if and when needed
Vacation and insurance policies at TSMC’s overseas offices
are designed in compliance with local regulations. In China,
North America and Europe, TSMC provides more vacation days
to employees than legally required. In overseas offices, TSMC
offers a more comprehensive life and medical insurance than
required by local regulations and customs.
5.6.8 Diverse Employee Recognition
TSMC sponsors various internal award programs to recognize
employees for outstanding achievement, 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: recognizes employees’ continuous
efforts in creating value at each fab
● Service Award: recognizes and shows appreciation of senior
employees for their long-term commitment and dedication
● Excellent Instructor Award: praises the outstanding
performance and contribution of internal instructors of
training courses for employees
Apart from the recognitions above, there are function-wide
awards dedicated to innovation, such as the Idea Forum, the
Total Quality Excellence Award and the ESG Award, which
recognize employee initiative and continuous implementation
of innovative practices. In addition, TSMC encourages
employees to participate in external talent activities and
competitions. In 2022, distinguished TSMC employees
continued to be recognized through a host of awards, such as
the Model Labor Award, the Excellent Young Engineers Award,
the Outstanding Engineer Award, the Taiwan Continuous
Improvement Awards, the National Manager Excellence Award
and the National Industrial Awards.
5.6.9 Employee Engagement
The Company encourages employees to maintain a healthy and
well-balanced life while pursuing their career goals effectively.
TSMC facilitates employee communication and provides
employee caring, benefit, rewards and recognition programs.
Employee Communication
TSMC values employee communication and is committed
to keeping communication channels open and transparent
between managers and employees, and amongst 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 recrimination, reprisal, intimidation
or harassment. TSMC makes continuous efforts to listen to
employees and to facilitate mutual and timely employee
communication, through multiple channels and platforms,
which in turn fosters harmonious labor relations.
TSMC conducted face-to-face CEO dialogue sessions in
Hsinchu, Taichung, and Tainan, which allowed the employees
to make suggestions, express their thoughts and get direct
feedback from the CEO. In addition, the Company also
enlarged the scope of the labor-management meeting,
transforming it into the “Silicon Garden Meeting,” which
helped all employees feel free to put forward their ideas so the
Company could take appropriate action.
TSMC supports a host of various communication channels
including:
● Communication meetings for various levels of managers and
employees, e.g. the executives communication meeting, skip
levels and communication meetings in individual functions/
divisions
● Quarterly Silicon Garden Meetings, aka Labor-Management meetings to provide business updates and discuss issues of concern
for employees
● The biennial employee survey on core values taken to understand the Company’s implementation of core values and employees’
commitment
● The biennial global employee engagement survey taken to systematically understand the work experience of employees and to
enhance employees’ engagement and sense of belonging in the Company
● Periodic employee pulse surveys and service satisfaction surveys to selected employees with follow-up actions based on survey
findings
● myTSMC employee portal, an internal website featuring the Founder’s, Chairman’s and CEO’s talks, corporate messages, executive
interviews, and other topics of interest to employees
● eSilicon Garden, TSMC’s newsletter providing real-time updates on major activities of the Company as well as inspirational content
featuring outstanding teams or individuals
● Three channels for reporting complaints regarding managerial, financial, auditing, ethics and business conduct issues:
– The whistleblower reporting system administered by the Audit Committee
– The irregular business conduct reporting system administered by the Ethic 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
● The 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 another organization
Employee Communication Channels
TSMC Internal Communication Structure
Face-to-Face Meeting
•Chairman’s/CEO’s Communication Meeting
• Silicon Garden Meeting (Labor-Management
Meeting)
• Communication Meetings in Individual
Functions/Divisions
•Functional Activity
Managers of All
Levels
Employees
Employee Portal
Employee Survey
HR Area Service Team
eSilicon Garden
Human Resources
Board of Directors and
Management Team
Employee Voice Channels
•Ombudsman System
•Employee Opinion Box
•Whistleblower Procedures
•Fab Caring Circle
•Ethic Report Channel
•Sexual Harassment Investigation Committee
• Employee Voices for Silicon Garden Meeting
(Labor-Management Meeting)
System/
Committee Chair
114
115
During 2022 and as of the date of this Annual Report, TSMC
has not incurred any labor-dispute related losses. However,
the Company was fined for the following labor inspection
results: NT$200,000 issued on 06/08/2022 for overtime
applications not being timely processed (Labor Standards Act
Article 24 Paragraph 1). NT$250,000 issued on 06/08/2022
for the extension of working hours combined with the regular
working hours exceeding permitted limit (Labor Standards Act
Article 32 Paragraph 2). NT$100,000 issued on 06/08/2022
for consecutive working days exceeding the permitted limit
(Labor Standards Act Article 36 Paragraph 1). NT$300,000,
NT$250,000, and NT$40,000 issued on 09/02/2022 for
overtime applications not being timely processed, the extension
of working hours combined with the regular working hours
exceeding permitted limit, and employees not having a
break for at least 30 minutes after having worked for four
consecutive hours (Labor Standards Act Article 24 Paragraph
1, Article 32 Paragraph 2, and Article 35). NT$350,000
issued on 10/26/2022 for overtime applications not being
timely processed (Labor Standards Act Article 24 Paragraph
1). NT$300,000 issued on 10/26/2022 for the extension of
working hours combined with the regular working hours
exceeding permitted limit (Labor Standards Act Article 32
Paragraph 2). NT$60,000 issued on 10/26/2022 for employees
not having a break for at least 30 minutes after having worked
for four consecutive hours (Labor Standards Act Article 35).
NT$50,000 issued on 12/07/2022 for the extension of working
hours combined with the regular working hours exceeding
permitted limit (Labor Standards Act Article 32 Paragraph 2).
NT$50,000 and NT$50,000 issued on 12/20/2022 for overtime
applications not being timely processed, and the extension
of working hours combined with the regular working hours
exceeding permitted limit (Labor Standards Act Article 24,
Article 32 Paragraph 2).
The Company has reviewed its working hour management
process and established indices to remind employees to apply
for overtime payment on time and for mangers to respond
to such applications efficiently and in a timely fashion, and to
be more diligent about employee working hours as well as to
strengthen communication about these matters and relevant
policies.
5.6.10 Retention
Overall employee satisfaction with the Company was measured
in the biennial TSMC core values survey taken in 2022. The
survey scope included operations in Taiwan, China, North
America, Europe, Japan, and Korea. (VisEra was not included in
the survey due to its different industrial background.) A total of
62,333 respondents represented a high response rate of 91%.
In this survey, 93% of participants said they were willing to
commit fully in their work to make TSMC even more successful,
while 90% concurred with the statement that they were willing
to contribute their talent and grow together with the Company
for the next five years.
TSMC’s employee turnover rate was 6.7% in 2022 compared
to 6.8% in 2021, both within a healthy range of 5% to 10%.
5.6.11 Retirement Policy
TSMC established its statutory defined benefit plan and
supervisory committee of labor retirement reserve according to
the Labor Standards Act, and also set up its statutory defined
contribution plan according to Labor Pension Act, which was
effective starting July 1, 2005. For each region, TSMC also
established pension plans according to local standards and
regulations. The previously mentioned supervisory committee
not only holds quarterly meetings but also supervises affairs in
connection with labor’s retirement reserve fund. To meet legal
requirements for disclosure of financial reporting and ensure
sufficient funding levels, TSMC makes contributions based
statutory requirement and also engages an actuarial consulting
firm to assess the valuation of the defined benefit plan. Please
refer to page 43-46 of the attached financial report for details.
Thanks to the Company’s sound financial condition, it is able to
ensure the future viability employees’ retirement benefits and
solid pension contributions and payments, which encourages
employees to make long-term career plans with and further
deepen their commitment to TSMC.
5.7 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 71-72.
116
117
6.1 Financial Highlights
6.1.1 Condensed Balance Sheet
Condensed Balance Sheet from 2018 to 2022 (Consolidated)
Unit: NT$ thousands
Item
Current Assets
Year
2018
2019
2020
2021
2022
951,679,721
822,613,914
1,092,185,308
1,607,072,907
2,052,896,744
Long-term Investments
29,304,796
30,172,039
27,728,208
29,384,701
68,927,920
Property, Plant and Equipment
1,072,050,279
1,352,377,405
1,555,589,120
1,975,118,704
2,693,836,970
Right-of-use Assets
Intangible Assets
Other Assets (Note 1)
Total Assets
Current Liabilities
Before Distribution
After Distribution
Noncurrent Liabilities
Total Liabilities
Before Distribution
After Distribution
Equity Attributable to Shareholders of the Parent
Capital Stock
Capital Surplus
Retained Earnings
Before Distribution
After Distribution
Others
Equity Attributable to Shareholders of the Parent
Before Distribution
After Distribution
Noncontrolling Interests
Total Equity
Before Distribution
After Distribution
0
17,002,137
20,091,105
17,232,402
20,653,028
21,756,244
27,728,382
25,768,179
31,712,208
32,734,537
26,821,697
54,370,909
41,914,136
25,999,155
81,203,953
2,090,128,038
2,264,805,032
2,760,711,405
3,725,503,455
4,964,778,878
340,542,586
547,985,630
72,089,056
412,631,642
620,074,686
590,735,701
655,561,652
51,973,905
642,709,606
707,535,557
617,151,048
681,976,999
292,938,358
739,503,358
944,226,817
810,811,904
1,015,535,363 (Note 2)
815,266,892
1,060,063,194
910,089,406
1,554,770,250
2,004,290,011
974,915,357
1,626,078,796
2,075,598,557 (Note 2)
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
56,315,932
56,339,709
56,347,243
64,761,602
69,330,328
1,376,647,841
1,333,334,979
1,588,686,081
1,906,829,661
2,637,524,688
1,169,204,797
1,268,509,028
1,523,860,130
1,835,521,115
2,566,216,142 (Note 2)
(15,449,913)
(27,568,369)
(54,679,873)
(62,608,515)
(20,505,626)
1,676,817,665
1,621,410,124
1,849,657,256
2,168,286,553
2,945,653,195
1,469,374,621
1,556,584,173
1,784,831,305
2,096,978,007
2,874,344,649 (Note 2)
678,731
685,302
964,743
2,446,652
14,835,672
1,677,496,396
1,622,095,426
1,850,621,999
2,170,733,205
2,960,488,867
1,470,053,352
1,557,269,475
1,785,796,048
2,099,424,659
2,889,180,321 (Note 2)
Note 1: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
Note 2: The amount was approved by Board of Directors on February 14, 2023.
Condensed Balance Sheet from 2018 to 2022 (Unconsolidated)
Unit: NT$ thousands
Item
Current Assets
Long-term Investments
Year
2018
2019
2020
2021
2022
469,966,106
550,524,494
355,118,125
559,380,999
580,949,248
565,432,338
783,205,937
1,118,550,389
603,640,944
728,961,910
Property, Plant and Equipment
1,025,286,941
1,310,900,634
1,511,784,556
1,889,970,529
2,432,675,050
Right-of-use Assets
Intangible Assets
Other Assets (Note 1)
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
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
30,123,052
22,910,400
48,644,283
39,051,427
21,456,104
81,724,184
2,075,461,008
2,275,476,072
2,733,505,113
3,378,495,145
4,422,419,064
328,060,518
535,503,562
70,582,825
398,643,343
606,086,387
605,540,547
680,529,735
704,833,370
899,245,600
670,366,498
745,355,686
776,141,916
970,554,146 (Note 2)
48,525,401
203,318,122
505,375,222
577,520,269
654,065,948
718,891,899
883,847,857
1,210,208,592
1,476,765,869
948,673,808
1,281,517,138
1,548,074,415 (Note 2)
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
56,315,932
56,339,709
56,347,243
64,761,602
69,330,328
1,376,647,841
1,333,334,979
1,588,686,081
1,906,829,661
2,637,524,688
1,169,204,797
1,268,509,028
1,523,860,130
1,835,521,115
2,566,216,142 (Note 2)
(15,449,913)
(27,568,369)
(54,679,873)
(62,608,515)
(20,505,626)
1,676,817,665
1,621,410,124
1,849,657,256
2,168,286,553
2,945,653,195
1,469,374,621
1,556,584,173
1,784,831,305
2,096,978,007
2,874,344,649 (Note 2)
Note 1: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
Note 2: The amount was approved by Board of Directors on February 14, 2023.
120
121
6.1.2 Condensed Statement of Comprehensive Income
6.1.3 Financial Analysis
Condensed Statement of Comprehensive Income from 2018 to 2022 (Consolidated)
Financial Analysis from 2018 to 2022 (Consolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2018
2019
2020
2021
2022
Capital Structure Analysis
Debts Ratio (%)
1,031,473,557
1,069,985,448
1,339,254,811
1,587,415,037
2,263,891,292
Long-term Fund to Property, Plant and Equipment (%)
497,874,253
492,701,896
711,130,120
819,537,266
1,348,354,806
Liquidity Analysis
Current Ratio (%)
Income from Operations
383,623,524
372,701,090
566,783,698
649,980,897
1,121,278,851
Non-operating Income and Expenses
13,886,739
17,144,246
17,993,482
13,145,417
22,911,867
Income before Income Tax
Net Income
Other Comprehensive Income (Loss) for the Year, Net
of Income Tax
397,510,263
389,845,336
584,777,180
663,126,314
1,144,190,718
351,184,406
345,343,809
518,158,082
597,073,134
1,016,900,515
9,836,976
(11,823,562)
(30,321,802)
(7,619,456)
42,430,165
Total Comprehensive Income for the Year
361,021,382
333,520,247
487,836,280
589,453,678
1,059,330,680
Net Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Total Comprehensive Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Basic/Diluted Earnings Per Share (Note)
351,130,884
345,263,668
517,885,387
596,540,013
1,016,530,249
53,522
80,141
272,695
533,121
370,266
360,965,015
333,440,460
487,563,478
588,918,059
1,059,124,890
56,367
13.54
79,787
13.32
272,802
19.97
535,619
23.01
205,790
39.20
Note: Based on weighted average shares and diluted weighted average shares outstanding in each year.
Condensed Statement of Comprehensive Income from 2018 to 2022 (Unconsolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2018
2019
2020
2021
2022
1,023,925,713
1,059,646,793
1,314,793,013
1,574,745,881
2,252,320,561
492,955,501
480,143,141
682,004,023
788,629,037
1,300,392,888
Income from Operations
384,027,838
365,923,992
543,465,507
629,632,836
1,090,746,689
Non-operating Income and Expenses
12,170,315
22,821,227
39,153,435
30,869,355
49,927,127
Income before Income Tax
Net Income
Other Comprehensive Income (Loss) for the Year, Net
of Income Tax
396,198,153
388,745,219
582,618,942
660,502,191
1,140,673,816
351,130,884
345,263,668
517,885,387
596,540,013
1,016,530,249
9,834,131
(11,823,208)
(30,321,909)
(7,621,954)
42,594,641
Total Comprehensive Income for the Year
360,965,015
333,440,460
487,563,478
588,918,059
1,059,124,890
Basic/Diluted Earnings Per Share (Note)
13.54
13.32
19.97
23.01
39.20
Note: Based on weighted average shares and diluted weighted average shares outstanding in each year.
Operating Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover Days
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Profitability Analysis
Return on Total Assets (%)
Return on Equity attributable to Shareholders of the Parent (%)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
Diluted Earnings Per Share (NT$)
Cash Flow
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Leverage
Operating Leverage
Financial Leverage
Advanced Technologies (7-nanometer and below) Percentage of Wafer Sales (%)
Sales Growth (%)
Net Income Growth (%)
Analysis of deviation of 2022 vs. 2021 over 20%:
1. Times interest earned decreased by 35% mainly due to increase in interest expenses.
2. Return on Total Assets increased by 27% mainly due to increase in net income.
3. Return on Equity attributable to Shareholders of the Parent increased by 34% mainly due to increase in net income.
4. Operating Income to Paid-in Capital Ratio increased by 73% mainly due to increase in operating income.
5. Pre-tax Income to Paid-in Capital Ratio increased by 73% mainly due to increase in pre-tax income.
6. Basic Earnings Per Share and Diluted Earnings Per Share increased by 70% mainly due to increase in net income.
7. Cash Flow Reinvestment Ratio increased by 27% as a result of increase in cash generated by operating activities.
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
9
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
27
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
41
25.17
50.00
2021
41.73
151.18
217.32
190.61
123.48
9.20
39.67
4.65
78.49
17.10
0.90
0.49
18.56
29.69
250.66
255.73
37.61
23.01
23.01
150.39
97.84
13.56
2.05
1.01
50
18.53
15.19
2022
40.37
149.25
217.42
193.65
80.18
10.52
34.70
4.42
82.58
17.40
0.97
0.52
23.64
39.76
432.42
441.25
44.92
39.20
39.20
170.57
101.82
17.25
1.77
1.01
53
42.61
70.40
* 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 (including Accounts
Receivable and Notes Receivable originated from operation)
(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 (including Accounts Payable
and Notes Payable originated from operation)
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
(7) Total Assets Turnover = Net Sales / Average Total Assets
(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)
122
123
Financial Analysis from 2018 to 2022 (Unconsolidated)
6.1.4 Auditors’ Opinions from 2018 to 2022
Capital Structure Analysis
Debt Ratio (%)
Long-term Fund to Property, Plant and Equipment Ratio (%)
Liquidity Analysis
Current Ratio (%)
Operating Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover Days
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Profitability Analysis
Return on Total Assets (%)
Return on Equity (%)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
Diluted Earnings Per Share (NT$)
Cash Flow
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Leverage
Operating Leverage
Financial Leverage
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
2021
35.82
141.47
111.12
84.33
261.58
9.80
37.23
4.98
73.23
17.06
0.93
0.52
19.59
29.69
242.82
254.72
37.88
23.01
23.01
114.56
153.79
99.88
10.93
2.04
1.00
97.62
14.20
2.11
1.00
2022
33.39
144.83
124.39
100.95
277.57
11.28
32.35
4.84
75.43
17.68
1.04
0.58
26.14
39.76
420.64
439.90
45.13
39.20
39.20
173.41
104.90
18.23
1.81
1.00
Analysis of deviation of 2022 vs. 2021 over 20%:
1. Quick ratio increased by 20% mainly due to increase in cash and cash equivalents.
2. Return on Total Assets increased by 33% mainly due to increase in net income.
3. Return on Equity increased by 34% mainly due to increase in net income.
4. Operating Income to Paid-in Capital Ratio increased by 73% mainly due to increase in operating income.
5. Pre-tax Income to Paid-in Capital Ratio increased by 73% mainly due to increase in pre-tax income.
6. Basic Earnings Per Share and Diluted Earnings Per Share increased by 70% mainly due to increase in net income.
7. Cash Flow Reinvestment Ratio increased by 28% as a result of increase in cash generated 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
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
3. Operating Performance Analysis
(1) Average Collection Turnover = Net Sales / Average Trade Receivables(including Accounts
Receivable and Notes Receivable originated from operation)
(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(including Accounts Payable
and Notes Payable originated from operation)
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
(7) Total Assets Turnover = Net Sales / Average Total Assets
(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
2018
2019
2020
2021
2022
CPA
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Shang Chih Lin
Mei Yen Chiang, Shang Chih Lin
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 2022 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 14, 2023
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 2022 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.
124
125
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
2022
2021
2,052,896,744
1,607,072,907
68,927,920
29,384,701
2,693,836,970
1,975,118,704
41,914,136
32,734,537
25,999,155
26,821,697
81,203,953
54,370,909
Difference
445,823,837
39,543,219
718,718,266
9,179,599
(822,542)
26,833,044
4,964,778,878
3,725,503,455
1,239,275,423
944,226,817
739,503,358
1,060,063,194
815,266,892
2,004,290,011
1,554,770,250
259,303,805
259,303,805
69,330,328
64,761,602
2,637,524,688
1,906,829,661
(20,505,626)
(62,608,515)
204,723,459
244,796,302
449,519,761
0
4,568,726
730,695,027
42,102,889
777,366,642
789,755,662
%
28%
135%
36%
28%
-3%
49%
33%
28%
30%
29%
0%
7%
38%
67%
36%
36%
Equity Attributable to Shareholders of the Parent
2,945,653,195
2,168,286,553
Total Equity
2,960,488,867
2,170,733,205
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.
Increase in Long-term Investments: The increase was mainly due to increase in noncurrent financial assets at amortized costs.
Increase in Property, Plant and Equipment: The increase was mainly due to increase in equipment under installation and
construction in progress.
Increase in Right-of-use Assets: The increase was mainly due to increase in leases of land.
Increase in Other Assets: The increase in other assets was mainly due to increase in deferred income tax 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 Current Liabilities: The increase was mainly due to increase in accrued expenses and other current liabilities.
Increase in Noncurrent Liabilities: The increase was mainly due to issuance of corporate bonds in 2022.
Increase in Total Liabilities: The increase was mainly due to issuance of corporate bonds and increase in accrued expenses and other
current liabilities.
Increase in Retained Earnings: The increase was mainly due to net income of 2022, partially offset by distribution of earnings.
Increase in Others Equity: The increase was mainly due to increase in currency exchange gain arising from translation of foreign
operations in 2022.
Increase in Equity Attributable to Shareholders of the Parent: The increase was mainly due to increase in retained earnings.
Increase in Total Equity: The increase was mainly due to increase in equity attributable to shareholders of the parent.
● 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
2022
1,118,550,389
728,961,910
2021
783,205,937
603,640,944
2,432,675,050
1,889,970,529
39,051,427
21,456,104
81,724,184
30,123,052
22,910,400
48,644,283
Difference
335,344,452
125,320,966
542,704,521
8,928,375
(1,454,296)
33,079,901
4,422,419,064
3,378,495,145
1,043,923,919
899,245,600
577,520,269
704,833,370
505,375,222
1,476,765,869
1,210,208,592
259,303,805
69,330,328
259,303,805
64,761,602
2,637,524,688
1,906,829,661
(20,505,626)
(62,608,515)
2,945,653,195
2,168,286,553
194,412,230
72,145,047
266,557,277
0
4,568,726
730,695,027
42,102,889
777,366,642
%
43%
21%
29%
30%
-6%
68%
31%
28%
14%
22%
0%
7%
38%
67%
36%
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.
Increase in Long-term Investments: The increase was mainly due to increase in investments accounted for using equity method.
Increase in Property, Plant and Equipment: The increase was mainly due to increase in equipment under installation and
construction in progress.
Increase in Right-of-use Assets: The increase was mainly due to increase in leases of land.
Increase in Other Assets: The increase in other assets was mainly due to increase in deferred income tax 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 Current Liabilities: The increase was mainly due to increase in accrued expenses and other current liabilities.
Increase in Total Liabilities: The increase was mainly due to issuance of corporate bonds and increase in accrued expenses and other
current liabilities.
Increase in Retained Earnings: The increase was mainly due to net income of 2022, partially offset by distribution of earnings.
Increase in Others Equity: The increase was mainly due to increase in currency exchange gain arising from translation of foreign
operations in 2022.
Increase in Total Equity: The increase was mainly due to increase in retained earnings.
● Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
● Future Plan on Financial Position: Not applicable.
126
127
6.2.2 Financial Performance
Consolidated
Unit: NT$ thousands
Item
Net Revenue
Cost of Revenue
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 Gain (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
2022
2,263,891,292
915,536,486
1,348,354,806
226,707,552
(368,403)
1,121,278,851
22,911,867
1,144,190,718
127,290,203
1,016,900,515
42,430,165
1,059,330,680
1,016,530,249
1,059,124,890
2021
1,587,415,037
767,877,771
819,537,266
169,222,934
(333,435)
649,980,897
13,145,417
663,126,314
66,053,180
597,073,134
(7,619,456)
589,453,678
596,540,013
588,918,059
Difference
676,476,255
147,658,715
528,817,540
57,484,618
(34,968)
471,297,954
9,766,450
481,064,404
61,237,023
419,827,381
50,049,621
469,877,002
419,990,236
470,206,831
%
43%
19%
65%
34%
-10%
73%
74%
73%
93%
70%
NM
80%
70%
80%
● Analysis of Deviation over 20%
Increase in Net Revenue: The increase was mainly attributed to rise in average selling price, higher wafer shipments and the
favorable impact of change in foreign exchange rate.
Increase in Gross Profit: The increase was mainly due to the rise in average selling price, the favorable impact of change in foreign
exchange rate and continuing cost improvement, partially offset by lower capacity utilization.
Increase in Operating Expenses: The increase was mainly due to higher research and development expenditures.
Increase in Income from Operations: The increase was mainly due to higher gross profit.
Increase in Non-operating Income and Expenses: The increase was mainly due to higher interest income in 2022.
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.
Increase in Other Comprehensive Gain (Loss), Net of Income Tax: The increase was mainly due to increase in currency exchange gain
arising from translation of foreign operations in 2022.
Increase in Total Comprehensive Income for the Year, Total Net Income Attributable to Shareholders of the Parent and Total
Comprehensive Income Attributable to Shareholders of the Parent: The increase was mainly due to higher net income in 2022.
● 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
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 Gain (Loss), Net of Income Tax
Total Comprehensive Income for the Year
2022
2,252,320,561
951,927,673
1,300,392,888
209,637,924
(8,275)
1,090,746,689
49,927,127
1,140,673,816
124,143,567
1,016,530,249
42,594,641
1,059,124,890
2021
1,574,745,881
786,116,844
788,629,037
158,667,757
(328,444)
629,632,836
30,869,355
660,502,191
63,962,178
596,540,013
(7,621,954)
588,918,059
Difference
677,574,680
165,810,829
511,763,851
50,970,167
320,169
461,113,853
19,057,772
480,171,625
60,181,389
419,990,236
50,216,595
470,206,831
%
43%
21%
65%
32%
97%
73%
62%
73%
94%
70%
NM
80%
● Analysis of Deviation over 20%
Increase in Net Revenue: The increase was mainly attributed to rise in average selling price, higher wafer shipments and the
favorable impact of change in foreign exchange rate.
Increase in Cost of Revenue: The increase was mainly due to higher sales.
Increase in Gross Profit: The increase was mainly due to the rise in average selling price, the favorable impact of change in foreign
exchange rate and continuing cost improvement, partially offset by lower capacity utilization.
Increase in Operating Expenses: The increase was mainly due to higher research and development expenditures.
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 2022.
Increase in Income from Operations: The increase was mainly due to higher gross profit.
Increase in Non-operating Income and Expenses: The increase was mainly due to higher share of profits of subsidiaries and
associates in 2022.
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.
Increase in Other Comprehensive Gain (Loss), Net of Income Tax: The increase was mainly due to increase in currency exchange gain
arising from translation of foreign operations in 2022.
Increase in Total Comprehensive Income for the Year: The increase was mainly due to higher net income in 2022.
● 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.
128
129
6.2.3 Cash Flow
Consolidated
Unit: NT$ thousands
Cash Balance
12/31/2021
Net Cash Provided
by Operating
Activities in 2022
Net Cash Used in
Investing Activities
in 2022
Net Cash Used in
Financing Activities
in 2022
Effect of Exchange
Rate Changes on
Cash and Cash
Equivalents in 2022
Cash Balance
12/31/2022
Remedy for Liquidity Shortfall
Investment Plan
Financing Plan
1,064,990,192
1,610,599,188
(1,190,928,235)
(200,244,032)
58,396,970
1,342,814,083
None
None
● Analysis of Cash Flow
NT$1,610.6 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$1,190.9 billion net cash used in investing activities: primarily for capital expenditures.
NT$200.2 billion net cash used in financing activities: mainly for net decrease in short-term loans and payment of cash dividend,
partially offset by issuance of corporate bonds.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
Unconsolidated
Unit: NT$ thousands
Cash Balance
12/31/2021
Net Cash Provided by
Operating Activities in
2022
Net Cash Used in
Investing Activities in
2022
Net Cash Used in
Financing Activities in
2022
Cash Balance
12/31/2022
Remedy for Liquidity Shortfall
Investment Plan
Financing Plan
396,294,241
1,559,417,480
(944,001,551)
(382,834,273)
628,875,897
None
None
● Analysis of Cash Flow
NT$1,559.4 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$944.0 billion net cash used in investing activities: primarily for capital expenditures.
NT$382.8 billion net cash used in financing activities: mainly for net decrease in short-term loans and cash dividend payment,
partially offset by issuance of corporate bonds.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
6.2.4 Recent Years Major Capital Expenditures and Impact on Financial and Business
Unit: NT$ 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
2022 and 2021
Actual Use of Capital
2022
2021
1,903,407,434
1,072,310,836
831,096,598
Others
Total
Cash flow generated from operations
18,460,404
10,361,294
8,099,110
1,921,867,838
1,082,672,130
839,195,708
Based on capital expenditures listed above, TSMC’s annual production capacity increased by approximately 1.2 million 12-inch
equivalent wafers in 2022.
企業風險管理架構
業務策略:技術領先、卓越製造、客戶信任
6.2.5 Long-term Equity Investment Policy and Results
董事會
具
風
險
意
識
的
文
化
TSMC’s long-term equity investments, accounted for using the equity method, were all made for strategic purposes. In 2022, the
gains from these investments amounted to NT$7,798,359 thousand on a consolidated basis, up from the previous year mainly due
to increases in product demand. In the future, TSMC’s long-term equity investments, accounted for using the equity method, will
continue to focus on strategic purposes through prudent assessments.
管理團隊(註)
審計委員會
風險治理
6.3 Risk Management
6.3.1 Risk Management Overview
風險管理政策與程序
風險管理流程
辨 識
評 估
回 應
監 控
審 查
Risk Management Policy and Framework
TSMC adopts a balanced risk-reward approach to risk management to optimize business returns while considering the holistic
impact on corporate sustainability. TSMC’s “Risk Management Policy” (https://esg.tsmc.com/download/file/riskManagementPolicy_e.
pdf), approved by the Board of Directors and signed off by Chairman, affirms the commitment for proactive and robust risk
management system in assisting TSMC in making well-considered and risk-based decisions, that fulfills its corporate vision and to
deliver sustainable value for TSMC and its stakeholders.
關鍵風險指標 / 風險登記冊
風險管理職能與溝通
風險管理工具
Adhering closely to the ISO 31000: 2018 Risk Management System and the Committee of Sponsoring Organizations of the
* 包含風險管理指導委員會、風險管理執行委員會、風險管理工作小組、中央危機指揮中心與危機處理小組
Treadway Commission (COSO)’s Enterprise Risk Management – Integrated Framework, TSMC’s Enterprise Risk Management (ERM)
framework was established to provide a systematic approach to risk management. It outlines the risk governance structure, process,
tools, competency, communication, and culture to assist the management in making informed decisions, to implement business
strategies and achieve corporate objectives.
整合式風險管理IT系統
● Enterprise Risk Management Framework
TSMC Enterprise Risk Management Framework
CORPORATE STRATEGY | Technology Leadership, Manufacturing Excellence, Customer Partnership
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Board
Audit Committee
Management (Note)
Risk Management Policy & Procedures
Identification
Assessment
Response
Monitor
Review
Key Risk Indicator / Risk Register
Risk Management Competency & Communication
Integrated RM IT System
Risk
Governance
Risk
Management
Process
Risk Tools
Note: comprising of Risk Management Steering Committee, Risk Management Executive Council, Risk Management Taskforces, Central Crisis Command Centre and Crisis Management Team
* Comprising of Risk Management Steering Committee, Risk Management Executive Council, Risk Management Taskforces,
Central Crisis Command Centre & Crisis Management Team
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Risk Appetite and Risk Management Scope
TSMC has defined its risk appetite statements, which outline the nature and extent of the risks which TSMC is willing to take in
pursuit of its business goals. These risk appetite statements are:
● Risk taken should be carefully evaluated, commensurate with rewards and be in line with the Company’s strategic, investment,
financial and corporate objectives.
● Risk considerations are embedded into business operations and managed within the risk tolerance (risk indicators) of the divisions,
functions and Company.
● TSMC will not invest or participate in any business activities that exceeds our risk tolerance. The Company does not condone safety
related breaches or lapses, non-compliance with laws and regulations, as well as acts such as fraud, bribery and corruption.
Adopting the five-step risk management process consisting of the identification, assessment, response, monitor and review of
risks, risks assessments are performed by key functional units, to form the enterprise-level risk map and mitigation plans, that are
presented to the Audit Committee. This process is supported by ongoing education and awareness efforts in fostering a risk-aware
culture and building risk competencies.
● Risk Management Scope
Strategic Risks
● Industry developments
● Changes in technology (including IT security)
● Decrease in demand and average selling price
● Competition
● Changes in the government policies and regulatory environment
Financial Risks
● Economic risks (including interest rate fluctuation, foreign exchange volatility, inflation, and amendments to tax
regulations or implementation of new tax laws)
● External financing
● High-risk/highly leveraged investments; lending, endorsements, and guarantees for other parties; and financial
derivative transactions
● Impairment charges
Other Risks
● Sales of significant numbers of shares by TSMC’s directors, and/or shareholders who own 10% or more of TSMC’s
total outstanding shares
● Trade policies
Operational Risks
● Natural and man-made disasters
● Capacity expansion
● Construction of new fabs
● Sales concentration
● Purchasing concentration
● Intellectual property rights
● Litigious and non-litigious matters
● Mergers and acquisitions
● Recruiting quality personnel
● Future R&D plans and expected R&D spending
● Change in corporate reputation and impact on the Company’s crisis management
● Change in management
● 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
TSMC recognizes that its systems and processes provide reasonable but not absolute assurance and hence continually improve to
ensure that its ability to manage and respond to risks and opportunities remain relevant and effective.
Risk Management Organization
Risk management in TSMC involves the reporting and oversight structure involving both Board of Directors and management of
TSMC that seeks to embed sound risk management practices in business decisions and operations across TSMC. The Board of
Directors is responsible for the governance of risk and has authorized the Audit Committee to review TSMC’s ERM framework.
At the management level, the risk management organization is composed of the Risk Management Steering Committee, the Risk
Management Executive Council, the Risk Management Taskforces and the Risk Management Division.
The Risk Management Division works with each function in applying the ERM framework to assess and mitigate risks throughout
TSMC by risk monitoring, conducting workshops, and implementing risk related policies and guidelines. Annually, the risk
management organization reports to the Audit Committee on TSMC’s key risks and mitigation efforts, and the Audit Committee’s
Chairperson reports to the Board of Directors on the risk profile and risk mitigation measures being taken.
● Risk Management Organization Chart
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Board of Directors
Audit and Risk Committee
Risk Management Steering
Committee
(Functional heads, VP level)
Risk Management Executive
Council
(Members titled as Risk Management
Champion (RMC), director-level)
Risk Management
Division
Risk Management Taskforces
(Representatives from each Fab/Division)
Risk management is a shared responsibility of both
management and employees. All employees are required to be
competent and accountable for managing risks related to their
area of responsibility with an emphasis on clear risk ownership.
The roles and responsibilities of the risk management
organization are defined as below:
● Risk Management Steering Committee
1. Advises the Board in determining overall risk appetite,
tolerance, strategy and resources allocation (taking into
account of the current and prospective macroeconomic,
technological, regulatory, environmental and social
developments and trends).
2. Reviews and oversees the applicability and performances of
risk management framework, policy and procedures.
3. Provides advice and assurance to the Board by adopting a
holistic view of the key risks that TSMC is exposed to and
approves the prioritization of risk mitigations.
4. Sets the tone at the top, provides sponsorship to risk
management initiatives and activities bringing about the
desired risk culture, awareness and capabilities of effectively
and sufficiently managing the key risks and new type of
risks, including clarifying the risk ownership.
5. Ensures that risk management is incorporated into strategic
business development and operational planning, day-to-day
management and decision making.
6. Advises the Board on proposed transactions to address the
strategic risks and capitalize on opportunities.
● Risk Management Executive Council
1. Identifies potential/emerging risks that may impact TSMC in
achieving our objectives and/or the continued effectiveness
and efficiency of our business operations.
2. Conducts risk assessments, defines risk mitigation plans,
including incident management plans as well as provides
sponsorship and allocate sufficient resources to enable
timely and effective mitigations.
3. Leads and drives cross-functional taskforce, meetings, or
activities to ensure that risks are adequately & effectively
mitigated, including collaboration with Risk Management
Division and various parties.
4. Defines key risk indicators (KRIs) to proactively monitor risk
dynamics to respond in a timely and effective manner.
5. Builds a risk-aware culture and raise risk competency in fab/
division, including but not limited to training/exercises and
continuous improvements.
6. Defines and facilitates action plans based on root cause
analysis to prevent reoccurrences of major incidents,
high-risk events and major findings raised from internal/
external reviews.
7. Reports to Risk Management Steering Committee on
the progress, effectiveness review, lesson learned and
implements the decisions made by Risk Management
Steering Committee.
● Risk Management Taskforces
1. Identifies and assesses potential risks/threats that may
impact TSMC achieving its business objectives, as well as
deploying the risk mitigations.
2. Plans and executes risk prevention and mitigations in
accordance with risk scenarios.
3. Organizes and/or participates in cross-functional meetings,
in addressing risks that cross multi-disciplines or divisions/
fabs.
4. Participates in the implementation and execution of risk
management initiatives and activities.
5. Reviews the investigation of major incidents, high-risk events
and major findings raised from internal/external checks for
division. Monitor the effectiveness of action plans.
● Risk Management Division
1. Assists the board in establishing, overseeing a proactive
and effective management system of risk management and
business continuity management, including risk appetite and
tolerance, risk strategy and risk management framework,
policy, and procedures.
2. Strengthens risk culture, awareness, and risk management
capabilities through continuous training, education and
awareness programs.
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3. Identifies and analyzes the sources and categories of risks of
6.3.2 Strategic Risks
the company, and regularly review their applicability.
4. Facilitates risk management committees, risk owners in
the implementation of risk management activities and
initiatives to identify and manage risks, including the review
of risk mitigation plans, business continuity, crisis and
incident management plans, review the effectiveness of risk
management activities through documentary risk report
reviews, management discussions, meetings, to provide
reasonable assurance.
5. Coordinates cross-department/functional interaction
and communication of risk management operations and
decisions, including implementing the risk management
decisions of Risk Management Steering Committee.
6. Consults with management, consultants and peers on best
practices and standards for continuous improvement and
benchmarking.
7. Prepares reports to stakeholders that may be required from
time to time by regulators, government agencies, insurers/
brokers and customers, including an annual report on the
implementation of company’s risk management system.
Crisis Management and Business Continuity
Management
TSMC is committed to maintaining operational resilience with
close reference to business continuity management standards
that enables the Company to respond effectively to business
disruption. The Company is cognizant of the major risks of
natural and man-made disasters, including earthquakes,
flooding, typhoons, droughts, tsunamis, sandstorms,
wildfires, volcanic eruptions, fire, gas/chemical leakage,
pandemic, cyber-attacks, sabotage, failure of critical facilities
and equipment, shortages in the supply of utilities, such as
water, electricity and natural gas, etc. could disrupt TSMC’s
operations.
To mitigate the operational impacts of crisis events, the Risk
Management Division implements pre-crisis risk assessment,
response procedures and recovery plans. Exercises and drills
are also conducted to validate our emergency responses, crisis
management, business continuity plans to enhance operational
preparedness. In major incidents or crisis events, the Crisis
Management Guideline guides in the management and
responses. The Central Crisis Command Centre (C4), headed by
CEO and comprised of senior executives across key functions,
provides guidance and decision-making to ensure a constant
readiness-to-respond capability, including rapid responses and
communication to key stakeholders.
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
TSMC’s 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 demand
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, margins 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 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 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. If TSMC is unable to 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 page 18-20 of this Annual Report.
● IT Security
Even though TSMC has established a comprehensive internet
and computing security network, the Company 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. 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. Major cyberattacks could also lead
to loss or divulgence of trade secrets and other sensitive
information, such as proprietary information of its customers
and other stakeholders and personal information of its
employees. 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.
Malicious hackers may also try to introduce computer viruses,
corrupted software or ransomware into TSMC’s network
systems to disrupt its operations, blackmail the Company
to regain control of its computing systems, or spy on it for
sensitive information. These attacks may result in TSMC
having to pay damages for its delayed or disrupted orders
or incur significant expenses in implementing remedial and
improvement measures to further 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 such breaches.
In the past, TSMC has experienced and may in the future
be subject to attack by malicious software. TSMC has
implemented and continually updated rigorous cybersecurity
measures to prevent and minimize harm caused by such
attacks. Such measures include advanced virus scanning tools
to protect fab equipment, strengthening firewall and network
controls to prevent computer viruses from spreading among
tools and fabs, installing advanced malware defense solutions
for critical computers, introducing new solution architecture
to secure internet access, adopting advanced solutions
against distributed denial-of-service attacks from the internet,
introducing new technology for data protection, enhancing
and certifying office computer security compliance, improving
email phishing defense and implementing employee awareness
testing. TSMC also established an integrated and automatic
security operation platform, enabled the automation of
cybersecurity event detection and response, enhanced internal
security assessment automation, conducted external red team
testing and practiced responses to ransomware attacks. For
supply chain risks reduction, through collaboration, TSMC
helped major suppliers improve their security maturity and
share industry security events and best practices on demand
and by schedule. Moreover, TSMC has collaborated with
Semiconductor Equipment and Materials Institute (“SEMI”) to
set up a Semiconductor Cybersecurity Committee to promote
security standards (SEMI E187) as well as security assessment
methodology for improving the resilience of semiconductor
supply chain. 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 it and its affiliates worldwide with whom it needs to share
highly sensitive and confidential information to enable them
to provide the relevant services. While TSMC requires such
third-party service providers to strictly fulfill the confidentiality
and/or internet security requirements in its service agreements
with them, there is no assurance that each of them will comply
with such obligations. Moreover, such third-party service
providers may also be susceptible to 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 maintain 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.
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’s products in smartphones, high
performance computing, IoT, automotive, and digital consumer
electronics. Any deterioration in or a slowdown in the growth
of such end markets resulting in a substantial decrease in the
demand for overall global semiconductor foundry services,
including TSMC’s products and services, could adversely affect
the Company’s revenue. Further, semiconductor manufacturing
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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 its operating costs is fixed. In general,
these costs do not decline when customer demand or TSMC’s
capacity utilization rates drop, and thus declines in customer
demand, among other factors, may significantly decrease
TSMC’s margins. Conversely, as product demand rises and
factory utilization increases, the fixed costs are spread over
increased output, which can improve TSMC’s margins. In
addition, the historical trend of declining average selling prices
(“ASP”) of end use applications places downward pressure on
the prices of the components that go into such applications.
Decreases in the ASP of end use applications may increase
pricing pressure on components produced by TSMC, which, in
turn, may negatively impact the Company’s 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. The governments of the United States, China, Europe,
South Korea, and Japan provide various incentive programs
to promote developments of their domestic semiconductor
industries, such as the Creating Helpful Incentives to Produce
Semiconductors and Science Act of 2022 (the “U.S. CHIPS
Act”), which provides financial incentives to incentivize the
development of U.S. semiconductor industry. Although
governments in certain of the countries or regions where TSMC
is currently expanding or planning to expand its production
capacity have extended or may in the future extend certain
financial incentives to the Company, there is no assurance
that TSMC will be able to apply for or receive such financial
incentives at the levels TSMC expects or at all. Additionally,
any financial incentives the Company receive may be subject
to strict conditions, or the grantors could seek to recover
any funds provided to TSMC, or cancel, reduce or deny
our requested subsidies or grants in the future. This could
materially increase TSMC’s operating costs and adversely affect
its results of operations.
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 such new and
aggressive competitors on technology, manufacturing capacity,
product quality and customer satisfaction, it risks losing
customers to such new contenders.
Risks Associated with Changes in the Government
Policies and Regulatory Environment
TSMC management closely monitors all domestic and foreign
governmental policies and regulations that might impact
TSMC’s business and financial operations. During 2022 and
as of the date of this Annual Report, the following changes or
developments in governmental policies and regulations may
influence the Company’s business operations:
The manufacturing, assembling and testing of TSMC’s
products require the use of chemicals and materials that are
subject to environmental, climate related, health and safety
laws and regulations issued worldwide as well as international
accords such as the Paris Agreement. Climate change related
laws or regulations currently are too indefinite for the
Company to assess the impact on our future financial condition
with any degree of reasonable certainty. For example, the
Taiwan “Greenhouse Gas Reduction and Management Act”,
which became effective on July 1, 2015, was amended
and was renamed as “Climate Change Response Act”. The
amendment became effective in February 2023, which set a
goal of reaching net-zero emissions in Taiwan by 2050 and
also established a carbon fee system that will collect carbon
fees on direct and indirect emissions from emitters whose
emissions reach certain thresholds. The carbon fee system is
expected to take effect by 2024 and the rate for such fees
has yet to be determined by the relevant authorities. We may
be required to pay any incurred carbon fees if our emission
levels exceed applicable thresholds pursuant to the carbon fee
system, which could result in increased operating costs for us
and affect us financially to a certain extent. We expect to see
more of its relevant regulations promulgated by the regulators
in the future. Also, the R.O.C. legislative authority is reviewing,
at all times, various environmental issues to develop laws and
regulations relating to environmental protection and climate
related changes. The impact of such laws and regulations, as
well as of the carbon fee, is indeterminable at the moment.
It is not expected that other governmental policies or
regulatory changes would materially impact TSMC’s operations
or financial condition.
6.3.3 Operational Risks
Natural and Man-Made Disaster
TSMC is committed to maintaining operational resilience in
accordance with business continuity management standards
that equips it with the capability to respond effectively to
business disruption. Disruptions caused by natural and
man-made disasters, including earthquakes, flooding,
typhoons, droughts, tsunamis, sandstorms, wildfires, volcanic
eruptions, fire, gas/chemical leakage, pandemic, cyber-attacks,
sabotage, failure of critical facilities and equipment, shortages
in the supply of utilities, such as water, electricity and natural
gas, etc. could interrupt TSMC’s operations.
Most of TSMC’s production facilities, as well as those of
many of its suppliers, customers and upstream providers of
complementary semiconductor manufacturing services, are
located in areas susceptible to natural disasters and may face
potential shortages of electricity or water, which could cause
interruptions to TSMC’s operations.
Thus, if one or more natural disasters 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 unforeseen
disruptive event, it could reduce TSMC’s manufacturing
capacity and cause the loss of important customers and
thereby have an adverse, material impact on its operational
and financial performance.
To cope with possible droughts resulted from severe climate
change, TSMC implemented manufacturing process water
saving, as well as building up industrial water recycling
plants, using household water cooperating with government
to mitigate water shortage risk. TSMC also implemented
its business continuity plans, including water conservation
measures, the use of more alternative water sources, water
supplied by tank cars, stress tests and various exercises. As a
result, there was no material impact to TSMC’s business or
operational performance.
TSMC has occasionally suffered power outages, dips or surges
caused by difficulties encountered by its electricity supplier
or other power consumers on the same power grid. Some
of these have resulted in interruptions to TSMC’s operations.
Such shortages or interruptions in electricity supply could
further be exacerbated by changes in the energy policy of
the governments. If TSMC is unable to secure reliable and
uninterrupted supply of electricity to power its manufacturing
fabs, its ability to fill customers’ orders would be jeopardized.
If such events were to occur over prolonged periods of
time, TSMC’s operations and financial performance may be
materially adversely affected. Moreover, TSMC’s future capacity
expansions in Taiwan and elsewhere could be curtailed by
utility shortages.
The COVID-19 pandemic has had impacts on worldwide
economic activity. Prolonged impacts of COVID-19 or future
similar events could adversely affect TSMC’s 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) fluctuation in TSMC customers’ demands for certain
products, leading to uncertainties for TSMC’s capacity planning
and also for meeting customer demand, which may harm
TSMC’s business with its customers and subject TSMC to the
risk of legal disputes; and (3) potential production delays for
TSMC’s products due to forced fab or office closures or partial
operation.
TSMC has formed an “Epidemic Prevention Committee” to
identify, implement and monitor actions stemming from the
dynamic exigencies of the pandemic, including but not limited
to, health management of its employees, splitting operation
and work from home arrangements, identification and control
of high risk individuals, rapid investigation of confirmed
cases, management of production inventory, supply chain
management, and capacity management for demand changes.
As of the date of this annual report, TSMC’s current business
and results of operations have not been materially affected by
the COVID-19 pandemic, and with the easing of the COVID-19
pandemic, TSMC does not expect its business and results of
operations will be directly affected. Nevertheless, the Company
could still face the post-pandemic downward changes in
consumers’ demand for electronic products, which in turn lead
to reduced demand for and place downward pressure on the
price of TSMC’s products and services.
TSMC has further strengthened its business continuity
management, which includes periodic risk assessments and
mitigations, and the establishment of taskforces before
emergency events. The taskforces define emergency response,
crisis communication, recovery plans and preventative
measures based on the thorough analysis of derivative effects
and alternative solutions to ensure the impacts of people injury,
business interruption, finance are minimized. TSMC reviews
periodically its business continuity plans and refines them to
reflect exercise results and implementation. In response to
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the impact of the earthquakes that occurs in Taiwan, TSMC
continues to improve its earthquake emergency response, tool
anchorage and seismic isolation facilities, and readiness for
tool salvage and production recovery. These improvements
have been integrated into new fab design. TSMC’s business
continuity procedures were further enhanced through the
compliance with ISO 22301 business continuity management
system (BCMS).
TSMC maintains a comprehensive risk management system
dedicated to human safety, 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) and ISO 45001
certified (occupational health and safety management). 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 and many of its suppliers use flammable 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
TSMC maintains multiple layers of risk prevention and
protection, as well as fire and casualty insurance, TSMC’s
risk management and insurance coverage may not always
be sufficient to cover all of its potential losses. If any of
TSMC’s fabs or vendor facilities were to be damaged or cease
operations as a result of an explosion, fire or environmental
causes, it could reduce the TSMC’s manufacturing capacity
leading to the loss of important sales and customers and have
a negative impact on TSMC’s financial performance. In addition
to periodic fire-protection inspections and firefighting drills,
TSMC has also carried out a corporate-wide fire risk mitigation
project focused on managerial and hardware improvements.
TSMC continues to monitor key disruptive threats to its
business operations and adapt the plans to ensure operational
resilience.
Risks Associated with Capacity Expansion
TSMC performs long-term market demand forecasts for its
products and services to manage its overall capacity. Based
on its market demand forecasts, the Company has continued
to add capacity to meet market needs for its products and
services, including in Taiwan, in Arizona, U.S., in Nanjing,
China and in Kumamoto, Japan.
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 forecasts 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
demand subsequently 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 Construction of New Fabs
The Company has multiple expansion projects that are currently
underway, including the design and construction of new fabs
worldwide. Global expansion has required and will continue to
require considerable managerial, financial and other resources.
The Company expects to face particular challenges in global
expansion and operations, including but not limited to:
● higher costs associated with construction of new fabs,
establishing supply chains for various materials in different
overseas locations, the impact on the Company’s ability to
sustain its current level of productivity and manufacturing
efficiency provided by its ecosystem of interconnected
semiconductor fabs, employees and suppliers in the R.O.C.,
and recruiting and retaining talent in various overseas
locations;
● labor shortages, interruptions in the supply chains for various
materials, and construction issues, which could substantially
delay the completion of the Company’s expansion projects,
and could further result in substantial additional costs or
failure to meet its capacity expansion plans;
● disruptions to the Company’s operations caused by natural
or man-made disasters, including earthquakes, flooding,
typhoons, droughts, tsunamis, sandstorms, wildfires, volcanic
eruptions, fire, gas/chemical leakage, pandemic, sabotage,
failure of critical facilities and equipment and shortages in the
supply of utilities, such as water and electricity;
● scarcity of industrial-use land, which could limit the
Company’s future expansion of operations;
● compliance with applicable foreign laws and regulations, and
the risk of penalties if the Company’s practices are deemed
not to be in compliance;
● challenges in managing information technology infrastructure
in multiple locations and across different systems and risks
of our information technology infrastructure succumbing to
cyberattacks by third parties worldwide;
● adverse changes relating to government grants or other
government incentives;
● challenges relating to work culture differences and inherent in
efficiently managing an increased number of employees over
large geographic distances;
● limited or insufficient intellectual property protection or
difficulties enforcing the Company’s rights to intellectual
property; and
● exposure to different tax jurisdictions and potential adverse
tax consequences.
If TSMC is unable to overcome the above challenges, the
Company’s business, financial condition and results of
operations could be adversely affected.
Risks Associated with Sales Concentration
Over the years, the Company’s customer profile and the
nature of the Company’s customers’ business have changed
dramatically. While TSMC generates revenue from hundreds
of customers worldwide, TSMC’s ten largest customers in
2020, 2021 and 2022 accounted for approximately, 74%,
71% and 68% of TSMC’s net revenue in the respective year.
TSMC’s largest customer in 2020, 2021 and 2022 accounted
for 25%, 26% and 23% of the Company’s net revenue in the
respective year. TSMC’s second largest customer in 2020 and
2021 accounted for 12% and 10% of TSMC’s net revenue in
the respective year. In 2022, TSMC’s second largest customer
accounted for less than 10% of TSMC’s net revenue.
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 in the
Company’s business. This customer concentration results in
part from the changing dynamics of the electronics industry
with the structural shift to mobile and high performance
computing (HPC) 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 its 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 designed semiconductors 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 controls 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 or outsourcing policies or practices
of these customers, the timing of customer inventory
adjustments, or changes 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 suppliers
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, including military conflicts and inflation
occurring within the country of origin of such raw materials
may also significantly disrupt the availability of such raw
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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.
Importation and domestic production limitations may also limit
our ability to obtain adequate supplies of raw materials as well
as materials of the necessary quality. 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 it 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. Further, 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 so as 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, 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 that critical suppliers
meet various standards in labor, ethics, ESH (environmental,
safety and health) and BCP (business continuity plan). Onsite
audits are conducted regularly to encourage 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.
supply and long delivery cycles. To better manage its supply
chain, the Company evaluates and projects delivery lead times
to minimize the impact of supply chain risks on operating
costs. TSMC has also implemented various collaborative
business models and risk management contingencies with
suppliers to ensure supply and shorten the procurement lead
time. However, if TSMC is unable to acquire in a timely manner
the equipment and parts it needs, it may fail to successfully
implement capacity expansion plans and exploit time sensitive
business opportunities. Additionally, ongoing trade tensions
could result in increased prices for, or even unavailability of,
key equipment, through delay or denial of necessary export
licenses, adoption of additional export control measures and
other tariff or non-tariff barriers. If TSMC is unable to obtain
equipment in a timely fashion to fulfill its customers’ demand
for technology and production capacity, or unable to do so
at a reasonable cost, its financial condition and results of
operations could be negatively impacted.
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 the Company
actively enforces and protects 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, the Company 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 the Company 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.
● Equipment
The Company’s operations and ongoing expansion plans
depend on its ability to obtain an appropriate amount of
equipment and related services available from a limited number
of suppliers. TSMC may encounter the situation of limited
The Company 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 outside of Taiwan, 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 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.
If the Company 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.
The Company has taken related measures to minimize potential
loss of shareholder value arising from intellectual property
claims and litigation filed against it. 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, the Company has received from time to time
communications from third parties asserting that its
technologies, its manufacturing processes, or the design
of the semiconductors made by TSMC or the use of those
semiconductors by its customers may infringe upon their
patents or other intellectual property rights. These assertions
have at times resulted in litigation by or against the Company
and settlement payments by the Company. Irrespective of the
validity of these claims, the Company could incur significant
costs in the defense thereof or could suffer adverse effects
on its operations. The Company 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 the Company to
potential significant legal liability.
Currently, TSMC’s material legal proceeding is as follows:
In September 2022, Daedalus Prime LLC (“Daedalus”) filed
complaints in the U.S. International Trade Commission
(“ITC”) and the U.S. District Court for the Eastern District of
Texas alleging that TSMC, TSMC North America, and other
companies infringe four U.S. patents. The ITC instituted
an investigation in October 2022. The outcome cannot be
determined and we cannot make a reliable estimate of the
contingent liability at this time.
Other than the matter 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 2022 and as of the date of this Annual Report, TSMC had
not conducted any merger or acquisition.
Risks Associated with Recruiting Quality Personnel
TSMC relies on the continued service and contribution 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, talent shortages, illegal talent poaching,
immigration controls, 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 challenges,
TSMC encourages job rotation and employs an on-the-job
training and certification system. In this way, employees can
learn and enhance their work efficiency and effectiveness in the
actual workplace. Moreover, TSMC creates multiple recruitment
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channels and continues to hire various top-notch, talented
professionals from Taiwan and overseas. At the same time, the
Company continues to expand industry-academic cooperation
to meet outstanding talented individuals at an early phase in
order to 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
102 of this Annual Report.
Changes in Corporate Reputation and Impact on the
Company’s Crisis Management
TSMC has established an excellent reputation 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 sustainable responsibility by serving as a good corporate
citizen. TSMC continues to pursue innovation in economic,
environmental and social dimensions.
In 2022, TSMC was honored with numerous awards for
achievements in various areas including operations, corporate
governance, patents, profit growth, investor relations,
environmental protection, corporate sustainability, and other
fields. The Company was selected as a part of the Dow Jones
Sustainability World Index for the 22nd consecutive year and
received the following awards: the inaugural Honorable
Legion of Corporate Sustainability Top 100 launched by
CommonWealth Magazine the Excellence in Corporate Social
Responsibility Award; the Taiwan Institute for Sustainable
Energy 2022 Taiwan Corporate Sustainability Awards’ First
Place in Taiwan Top Ten Sustainability Exemplary Awards
– the Corporate Sustainability Report Award – the Climate
Leadership Award, the Circular Economy Leadership Award,
the Supply Chain Management Award, the Sustainable
Water Management Award, the Growth Through Innovation
Leadership Award, and the Information Security Leadership
Award. TSMC ranked in the top 5% in the Taiwan Stock
Exchange corporate governance evaluation. The Company
was named a member of: Fortune Magazine’s 2022 World’s
Most Admired Companies and the Fortune Global 500; the
Corporate Knights Global 100 Most Sustainable Corporations
for 2022; and of the 2022 Carbon Clean 200TM list by
Corporate Knights and As You Sow. In addition, TSMC was
selected as part of the Morgan Stanley Capital International All
Country World Index (MSCI ACWI) ESG Leaders Index.
To promote sustainability, TSMC’s ESG Steering Committee,
led by Chairman Dr. Mark Liu, presented the third TSMC ESG
Award in 2022, honoring internal organizations and divisions
for tangible achievements in the Company’s five ESG strategic
directions: Drive Green Manufacturing, Build a Responsible
Supply Chain, Create a Diverse and Inclusive Workplace,
Develop Talent, and Care For The Disadvantaged. At the
same time, this award presentation encouraged all employees
to propose new ideas for sustainability to be assessed for
feasibility and potential incorporation in the Company’s
implementation plans. Compared with 1,257 sustainability
proposals in the second year, the third annual ESG Award
received 1,880 innovative ideas, adding new energy to the
Company’s culture of sustainability.
Mindful of its global reputation, 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 practices crisis
management and implements recovery measures to deal
with possible crisis events and maintains a crisis command
center for control guideline and prepares emergency response
procedures” to ensure timely and prompt responses during
a crisis. TSMC also performs regular exercises for crisis
scenarios to ensure that crisis management procedures are
comprehensive. and validated. In 2022, TSMC received a rating
of “Low ESG Risk” from the Sustainalytics ESG Risk Ratings.
TSMC’s environment, safety and health committee holds
monthly meetings to coordinate with relevant departments
in each fab to conduct emergency response drills and
continuously improve their notification and operational
procedures to ensure clear channels of communication
to stakeholders if a crisis arises, with the public relations
division 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
the impact on personnel safety, the surrounding environment,
and company property and manufacturing operations.
Responders also alert the public relations division at the earliest
stages to ensure timely, clear and consistent communication
regarding the situation.
Risks Associated with Change in Management
In 2022 and as of the date of this Annual Report, there were
no such risks for TSMC.
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 equipment that is subject to export control laws and
regulations, as well as metals, chemicals, and materials that are
subject to environmental, climate-related, health and safety,
and humanitarian forced labor prohibition and 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, or 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;
● the temporary or permanent inability to procure or use
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 managed 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 156-157 of this Annual Report.
certain production critical chemicals or materials;
6.3.4 Financial Risks
● unfavorable 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 paying
any incurred carbon fees if the Company’s emission levels
exceed applicable thresholds, and obtaining renewable energy
sources, renewable energy certificates or carbon credits,
Economic Risks
Any future systemic political, economic or financial crisis or
market volatility, including but not limited to interest rate
and foreign exchange rate fluctuations, inflation or deflation
and changes in economic, fiscal and monetary policies in
major economies, could cause revenue or profits for the
semiconductor industry as a whole to decline dramatically,
and if the economic conditions or financial conditions of the
Company’s customers were to deteriorate, the demand for its
products and services may decrease and additional accounting
related allowances may be required, which could reduce our
operating income and net income. For example, starting in
March 2023, the capital and credit markets have experienced
volatility and disruption as a result of the failures of Silicon
Valley Bank and Signature Bank as well as UBS’ announced
acquisition of Credit Suisse. Concerns about the soundness
of the banking system may cause small- and medium-sized
banks to tighten their lending to preserve liquidity, which in
turn could weigh on economic growth. If such levels of market
volatility and disruption continue or escalate into systematic
financial crisis or global economic downturn, it could result
in a number of adverse follow-on effects on TSMC, including
decreased customer demand, delays in the payment of account
receivables to us, and insolvency of suppliers or customers.
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● Interest Rate Fluctuation
TSMC is exposed to interest rate risks primarily in relation 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 investment grade securities 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.
TSMC has entered and may in the future enter into interest
rate derivatives to partially hedge interest rate risk on its fixed
income investments and anticipated debt issuance. However,
these hedges can offset only a limited portion of the financial
impact from movements in interest rates.
The majority of TSMC’s long-term debt is fixed-rate and
measured at amortized cost and, as such, changes in interest
rates would not affect future cash flows or the carrying
amount.
Certain of TSMC’s fixed income investments are primarily based
on the London Interbank Offered Rate (LIBOR), which will be
replaced by alternative benchmark rates after June 30, 2023.
The transition from LIBOR to alternative benchmark rates might
result in a reduction in TSMC’s interest income.
● 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 the NT dollar, 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 2022 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 its 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-
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.
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) as well as any
cash dividends paid in NT dollar on TSMC’s common shares
represented by ADSs.
● Inflation
TSMC is subject to the effects of inflation through increases
in the cost of raw materials used to produce our products,
wage expenses and employee benefits, and costs in relation
to construction of fabs. Although TSMC does not believe that
inflation has had a material impact on its financial position
or results of operations to date, a high inflation in the future
may have an adverse effect on the Company’s ability to
maintain current levels of profit margin if the selling prices of
its products and services do not increase with these increased
costs.
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. The R.O.C.
Controlled Foreign Company (“CFC”) rules enacted in 2016
have been implemented since January 1, 2023, pursuant to
which, certain profits retained at a CFC located in a low-tax
jurisdiction would be taxable at its parent company in Taiwan.
On the other hand, effective from January 1, 2023, the
R.O.C. Statute for Industrial Innovation was amended such
that eligible companies that develop innovative technologies
domestically and possess leading position in global supply
chain may claim investment tax credit of 25% on qualified R&D
expenditure and 5% on procurement of machinery/equipment
for advanced processes over a fiscal year. The Company
anticipates that it will be eligible for these new incentives
pursuant to the R.O.C. Statute for Industrial Innovation.
Additionally, changes in the tax laws of foreign jurisdictions
could arise as a result of the base erosion and profit shifting
(BEPS) project that was undertaken by the Organization for
Economic Cooperation and Development (OECD). These
changes may increase tax uncertainty and have an adverse
effect on TSMC’s 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.
Risks Associated with High-Risk/Highly Leveraged
Investments; Lending, Endorsements, and Guarantees
for Other Parties; and Financial Derivative Transactions
In 2022 and as of the date of this annual report, TSMC made
no high-risk or highly leveraged financial investments. All
financial derivative transactions engaged by TSMC were strictly
for hedging and not for trading or speculative purposes. All
guarantees and intercompany loans provided by TSMC and
TSMC’s subsidiaries were solely for TSMC and/or TSMC’s
wholly-owned subsidiaries. All guarantees and intercompany
loans were in compliance with relevant rules and regulations.
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 R.O.C. Financial
Supervisory Commission. 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 Other Risks
Potential Impact and Risks Associated with Sales of
Significant Numbers of Shares by TSMC’s Directors, and/
or 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 18-20 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.
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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 2022 and as of the date of this Annual Report, TSMC’s
management was not aware of any other risk that could
potentially have a material impact on the financial status of the
Company.
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. Since February
2022, there have been expansive measures, including sanctions
and export controls, imposed by several countries and regions
against Russia, including certain individuals and entities, in
connection with the military conflict in Ukraine. In October
2022, the U.S. adopted additional export controls over China
on advanced computing integrated circuits (“ICs”), computer
commodities that contain such ICs, and certain semiconductor
manufacturing items, as well as controls on transactions
involving items for supercomputer and semiconductor
manufacturing end-uses. The new controls add new license
requirements for items destined to a semiconductor fabrication
facility in China that fabricates ICs meeting specified advanced
node parameters as well as U.S. persons’ activities supporting
such facility or semiconductor manufacturing like TSMC,
will be decided on a case-by-case basis. In the same month,
we secured a one-year general authorization from the U.S.
government, which allows us to maintain the Company’s
fab’s operations in Nanjing, China. However, there is no
assurance that we will be able to continue securing such
general authorization on a timely basis or at all. On the other
hand, measures adopted by an affected country to counteract
the impact 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.
Imposition of trade barriers, including protectionist measures,
sanctions and import and export controls, could increase our
manufacturing costs, limit our access to certain supplies, make
our pricing less competitive, and impact the sales of TSMC or
its customers. In 2022 and 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.
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7.1 Overview
As a long-term trusted technology and capacity provider of the global logic IC industry, TSMC is dedicated to environmental, social
and governance (ESG) issues. The Company collaborates with all stakeholders – employees, shareholders/investors, customers,
suppliers/contractors, government/industry associations and society – to create sustainability value by pursuing three primary
missions: acting with integrity, strengthening environmental protection, and caring for the disadvantaged.
Guidance for the Implementation of ESG
In keeping with its vision of Uplifting Society, TSMC’s ESG policy is the overarching guiding principle for sustainable development.
The ESG Matrix, set by TSMC’s founder Dr. Morris Chang, clearly defines the scope of the Company’s ESG responsibility. Echoing the
goal of “Bettering the Society,” TSMC strives to demonstrate its ESG commitment in seven areas including morality, business ethics,
economy, rule of law, sustainability, work-life balance and happiness, and philanthropy. Actions that TSMC has taken to fulfill these
commitments are integrity, law compliance, anti-corruption/anti-bribery/anti-cronyism, environmental protection/climate control/
energy conservation, corporate governance, providing well-paying jobs, good shareholder return, employees’ work-life balance,
encouraging innovation and good work environment. TSMC also devotes to social participations through TSMC Charity Foundation
and TSMC Education and Culture Foundation.
The Board of Directors supervises and guides the Company’s sustainability management, strategies, and goals. The ESG Committee
Chairperson reports quarterly to the Board of Directors on the implementation of plans and results. In 2022, TSMC focused
primarily on green manufacturing and supply chain management (including net zero emission, renewable energy access and use,
and low-carbon value chain management), workplace diversity & inclusion and talent development (including employee resource
groups, diversity and inclusion practices for R&D talents, Science, Technology, Engineering, and Mathematics (STEM) programs for
high school girls), sustainability disclosures in sustainability report, theme reports such as TCFD Repot, UN SDGs Action Report and
Materiality Analysis Report, sustainable culture advocacy (i.e., TSMC ESG awards), empowerment projects in remote areas and 2021
ESG spending updates, etc.
Stakeholder Engagement
TSMC respects all stakeholders’ rights and interests in sustainability issues. The Company thus deploys multiple communication
venues including a dedicated ESG website, ESG mailbox, Investor mailbox, Employee Feedback Channels, Irregular Business Conduct
Reporting System, and the Supply Chain Worker Grievance Channel, etc. Through identification, prioritization and validation, TSMC
manages and addresses stakeholders’ concerns.
Stakeholders and Communication Channels in 2022
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
The ESG Steering Committee is chaired by TSMC’s Chairman, while the Chairperson of the ESG committee serves as Executive
Secretary, and senior executives from a wide variety of functions – all work together to examine ESG material issues in relation to
the Company’s operations, set the short-, medium- and long-term strategic directions that link to the UN Sustainable Development
Goals (SDGs).
The ESG Committee functions to coordinate and integrate resources, and facilitate the communications among different divisions,
implementing the resolutions of the Company’s ESG Steering Committee. The ESG Department, on behalf of the ESG Committee,
works together with cross-organizational representatives to identify key sustainability issues in relation to the Company’s operations
and stakeholders’ concern. Task forces are formed based on various issues to frame adaptive strategies, goals and action plans. The
committee holds quarterly meetings to track progress and ensure the strategies are implemented effectively in daily operations.
Stakeholders
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government
Society
Communication Channels
● Corporate intranet (myTSMC), internal emails, and other announcement channels (such as promotion posters at facilities), TSMC Newsletter eSilicon Garden
● Human resources team
● Employee training
● Communication meetings for various levels of managers and employees; e.g. the executives communication meeting, skip levels and communication meetings in
individual functions/divisions
● Employee suggestion channels, such as the Fab Caring Circle, Employee Opinion Box, Wellness Center, wellness website, employee PIP & IT Security mailbox and hot
line, etc.
● Ombudsman system, whistleblower reporting system, irregular business conduct reporting system, and sexual harassment investigation committee
● Employee Opinion Survey on Company Core Values, Employee Engagement Survey, employee pulse surveys and service satisfaction surveys, and employee welfare
committee event questionnaire survey
● Silicon Garden Meetings (labor-management meetings)
● 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, Sustainability 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
● 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 (SAQ)
● Supplier ethics survey
● Supply Chain Worker Grievance Channel
● 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
● 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
● Volunteer activities and services
● TSMC ESG website, newsletters, mailbox and social media (Facebook and LinkedIn page)
● TSMC Education and Culture Foundation and TSMC Charity Foundation websites
● “Sending Love” charity platform
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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
Customer Service
Customers’ service and satisfaction, customer trust, customer confidentiality, Responsible Business Alliance and its code of
conduct
Information Technology and Materials &
Risk Management
Information security, materials and supply chain risk management, supplier management, conflict minerals, Responsible Business
Alliance 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
Stakeholders
Employees
Government/Industry
Associations
Society (Note)
Customers
Government/Industry
Associations
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government/Industry
Associations
Society
Customers
Suppliers/Contractors
Employees
Customers
Suppliers/Contractors
Government/Industry
Associations
Business Development
Shaping an energy-efficient technology roadmap; building alliance with customers to foster smarter and 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
Resolving issues of stakeholder concern, establishing trusting long-term relationships, effective two-way communication, annual
report production
Operations
Operational eco-efficiency, pollution prevention, water resource risk management, green manufacturing
Environment, Safety and Health
TSMC Environmental Policy and management system, climate change mitigation and adaption, pollution prevention, energy
consumption efficiency, carbon emissions and carbon rights management, product environmental responsibility, response
mechanism for environmental issues, environmental spending, green supply chain, policy and management systems for
occupational health and safety, workplace health and safety, occupational disease prevention and health promotion,
communication of ESH regulations
Human Resources
Diversity and inclusion, talent attraction and retention, talent development, human rights
TSMC Education and Culture Foundation
Cultivate young generation, educational collaboration, promote arts and culture
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.
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government/Industry
Associations
Shareholders/Investors
Customers
Shareholders/Investors
Suppliers/Contractors
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government/Industry
Associations
Society
Employees
Government/Industry
Associations
Society
Society
Society
Society
Being dedicated in driving positive change, TSMC has issued an annual non-financial annual report for the 24th consecutive year
and incorporated stakeholders’ feedback into daily operations. The TSMC Sustainability Report (formerly the Corporate Social
Responsibility Report) aligns with the global sustainability standards and identifies ESG material issues in accordance with Global
Reporting Initiative (GRI). Integrating Enterprise Risk Management (ERM) with ESG management, TSMC demonstrates how the
Company evaluates ESG risk trends and impacts, mitigates accordingly through innovative thinking and practices, and operates
sustainably at TSMC Taiwan Facilities (headquarters, wafer fabs, back-end packaging fabs, and testing fabs located in Taiwan),
TSMC China, TSMC Nanjing, TSMC Arizona, Japan Advanced Semiconductor Manufacturing, Inc., WaferTech, VisEra and other
subsidiaries. In addition to GRI, the report also adopts TCFD Recommendations, Sustainability Accounting Standards Board (SASB)
reporting standards, AA1000 Accountability Principle and is assured by DNV GL Business Assurance Co. Ltd. in accordance with DNV
VeriSustainTM protocol, GRI standards, SASB indicators, and TCFD framework.
TSMC is the only semiconductor company selected for the Dow Jones Sustainability World Indices for the past 22 consecutive years.
As a responsible corporate citizen with a strong sense of purpose, TSMC adopts nine UN SDGs based on the Company’s five ESG
directions, Drive Green Manufacturing, Build a Responsible Supply Chain, Create a Diverse and Inclusive Workplace, Develop Talent,
and Care for the Disadvantaged, sets 2030 long-term goals, and implements approaches accordingly. Anchored in the concept of
SDG 17 Partnerships for the Goals, TSMC collaborates with internal and external stakeholders to create sustainable value in ESG
aspects through mutual dialogue, cooperation and participation.
2022 ESG Awards and Ratings
Category
Overall ESG
Organization
Awards and Ratings
Dow Jones Sustainability Indices (DJSI)
● Dow Jones Sustainability World Index for the 22nd consecutive year
● Dow Jones Sustainability Emerging Markets Index
MSCI ESG Indexes
Sustainalytics
ISS ESG
FTSE4Good Index
● 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
● Company ESG Risk Ratings: Low ESG Risk – Semiconductor Industry
● “Prime” Rated by ISS ESG Corporate Rating
● FTSE4Good Emerging Index component
● FTSE4Good All-World Index component
● FTSE4Good TIP Taiwan ESG Index component
Corporate Knights
● 2022 Global 100 Most Sustainable Corporations
World Benchmarking Alliance (WBA)
● SDG 2000 – The 2,000 Most Influential Companies
RobecoSAM (S&P Global)
● The Sustainability Yearbook Award 2022 – Bronze Class
CommonWealth Magazine
● Excellence in Corporate Social Responsibility Award – Honorable Legion of Corporate Sustainability Top 100
Taiwan Institute for Sustainable Energy
● Taiwan Top 10 Sustainability Exemplary Awards for the 7th consecutive year
● Corporate Sustainability Report Awards
● Circular Economy Leadership Awards
● Information Security Leadership Awards
● Supply Chain Leadership Awards
● Growth Through Innovation Leadership Awards
● Sustainable Water Management Leadership Awards
● Climate Leadership Awards
● English Report – Gold Award (Global Corporate Sustainability Award, GCSA)
Morningstar
● The Best Sustainable Companies to Own in 2022
(Continued)
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Category
Organization
Awards and Ratings
Economy and Governance
Institutional Investor Magazine
● Most Honored Company (Technology/Semiconductors) – All-Asia
● Best Overall 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 Patent Services
● Ranked as 3rd in 2022 Top 50 US Patent Assignees
Forbes
● The World’s Top 10 Largest Technology Companies in 2022
● Global 2000
PricewaterhouseCoopers (PwC)
● FutureBrand Index component
FORTUNE
Brand Finance
Asiamoney
Business Today
Taiwan Stock Exchange
PricewaterhouseCoopers
● 2022 World’s Most Admired Companies
● Fortune Global 500
● Tech 100 2022
● 2022 Asia’s Outstanding Companies – Semiconductors & Semiconductor Equipment Sector for the 5th consecutive
year
● Top 1,000 Enterprises in Taiwan, Hong Kong and Mainland China
● Top 5% in Corporate Governance Evaluation of Listed Companies for the 8th consecutive year
● Global Top 100 Companies by Market Capitalization for the 10th consecutive year
R.O.C. Ministry of Economic Affairs Intellectual
Property Office
● Ranked No.1 in Taiwan Patent Applications for the 7th consecutive year
● Ranked No.1 in Taiwan Patent Grants for the 3rd consecutive year
Germany Federal Office for Information Security
● Common Criteria, ISO/IEC 15408- EAL6 Site Certification – Fab 15A
Corporate Synergy Development Center
● Taiwan Continuous Improvement Award – Gold Tower Award – Fab 2 & Fab 5, Fab 8, Fab 14A, Fab 15B, APTS
● Taiwan Continuous Improvement Award – Silver Tower Award – Fab 15B, APTS, Q&R, ACCT
● Taiwan Continuous Improvement Award – Best Improvement Innovation Award – Fab 2 & Fab 5, Fab 15B, APTS
Clarivate
● 2022 Top 100 Global Innovators
CommonWealth Magazine
● Top 100 Semiconductor Enterprises
LexisNexis
The Asset
● Innovation Momentum 2022: The Global Top 100
● The Asset Triple A Country Awards for Sustainable Finance 2022: Best corporate bond
Environment, Safety and Health
Corporate Knights & As You Sow
● 2022 Carbon Clean 200TM List
CDP
● 2022 CDP Supplier Engagement Leader
● Water Security A Ratings
● Climate Change A- Ratings
Alliance for Water Stewardship (AWS)
● “Platinum” Class Certification with the Highest Score for the 3rd consecutive year
U.S. Green Building Council
● Leadership in Energy and Environmental Design (LEED) – “Gold” Class Certification – Fab 18 P4 & P5 Manufacturing
Facility, Advanced Backend 2C
Environmental Protection Administration, Executive
Yuan, R.O.C.
● National Enterprise Environmental Protection Award
Society
Forbes
● 2022 World’s Best Employers
Occupational Safety and Health Administration,
Ministry of Labor, R.O.C.
● National Occupational Safety and Health Award – Enterprise Benchmarking Award
● Occupational Safety and Health Sustainability Report Award
7.2 Environmental, Safety and Health (ESH) Management
TSMC believes its environmental, safety and health practices must not only meet legal requirements but should also align with
internationally recognized best practices. The Company’s ESH policies aim to achieve “zero incidents” 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 and its subsidiaries’ manufacturing facilities have received ISO 14001: 2015 certification for environmental management
systems and ISO 45001: 2018 certification for occupational safety and health management systems. TSMC and its subsidiaries’ fabs
in Taiwan have each been certified by the Taiwan Occupational Safety and Health Management System (TOSHMS). All the above
certifications are maintained valid. Per TSMC policy, all new facilities are required to attain the aforementioned certifications within
18 months of receiving their facility license. In 2022, all TSMC
fabs in Taiwan completed the renewal of ISO 14001, ISO
45001, and TOSHMS certificates with three year validity. At
the same time, three new fabs, Fab 12 Phase 8, Fab 18B and
Advanced Backend Fab 6, also passed third-party verification
and obtained certificates.
To reduce overall environmental, safety and health risks, 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, and fire and
explosion prevention as well as to minimize the impact of
earthquake damage.
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 Fabs have been QC 080000 certified
and maintained validity 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 related substances restriction standards. In
addition, in 2016 TSMC started a project to minimize usage of
the hazardous substance N-methylpyrrolidinone (NMP) and as
a result by the end of 2022 NMP use in the Company’s Taiwan
fabs had been reduced by 97.2% compared to 2016, and
achieved 2022’s 95% reduction goal. TSMC will continue to
further reduce NMP usage in its subsidiary fabs.
In 2011, TSMC began implementing the ISO 50001 energy
management system for continuous improvement in energy
conservation. As of 2022, all TSMC and its subsidiaries’
manufacturing facilities had received ISO 50001 Energy
Management System certification except for one. The
Company’s WaferTech subsidiary in the U.S. was originally
scheduled to receive this certification in 2021 but it has been
postponed to 2023 due to the impact of the 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 to meet on an
ad-hoc basis depending on occupational disease cases or
other issues. 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 minimize 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 counselling.
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 emphasis on self-management nurtures the 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 manage the sustainability
of the supply chain, including formulating supplier
sustainability standards, drawing up audit plans, performing
audits and tracking improvements, coaching and training,
and re-coaching for suppliers with poor performance.
Strengthening the professional capabilities of suppliers in
environmental protection, safety and health, fire response,
and carbon inventory were key focuses in 2022, as the
Company held the environmental protection, safety and health
workshops (56 participants from 50 suppliers), fire emergency
response workshops (58 participants from 50 suppliers),
and product carbon footprint inventory workshop (24
participants from 20 suppliers). In addition, for the past seven
years suppliers have been invited to observe TSMC’s annual
emergency response drills (166 participants from 161 suppliers)
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and the Company’s environmental, safety and health sustainability forum focused on successful case sharing (354 participants from
116 suppliers). TSMC also conducts environmental, safety and health audits at suppliers’ manufacturing sites and actively assists
suppliers in improving their ESH performance. Finally, the Company requests that suppliers conduct a carbon emissions inventory
and encourages them to implement measures to save energy, reduce carbon emissions, conserve water and reduce waste.
7.2.1 Environmental Protection
Climate Change and Energy Management
● Task Force on Climate-related Financial Disclosures (TCFD)
In view of the potential financial risks of climate change on operations, in 2018 TSMC adopted TCFD recommendations released by
the Financial Stability Board (FSB) to identify risks and opportunities and further establish metrics and target management based on
the results identified.
Climate Risks
Potential Financial Impact
Climate Opportunities
Potential Financial Impact
2022 Actions
Construct green buildings
Lower utility costs
Received six green building certifications
Uncertainty of
Development of New
Energy Saving Technology
Rising electricity consumption in
advanced technology production
lines increases production costs
Impact on the Company’s
Reputation
Inability to satisfy the expectations
of stakeholders, negatively
impacting the Company’s
reputation
Improve the Company’s reputation
Upgrade TSMC performance
in stakeholders’ sustainability
ranking
Drought (TSMC Operation)
Drought (Supply Chain)
Production negatively affected,
causing financial losses and a
decrease in revenue
Increase resilience and ability to cope
with natural disasters
Flooding (TSMC Operation)
Flooding (Supply Chain)
Strengthen resilience in coping
with climate change impact,
lower risk of operations
disruption, and reduce potential
losses
● Led the industry as the only semiconductor company
chosen for the Dow Jones Sustainability Indices (DJSI) for
the 22nd consecutive year
● Ranked as CDP A- list on climate and A list on water
security (Leadership)
● Raised the building base of Fab 18 Phase 6 and Phase 7
two meters higher
● Fab 18 Phase 6 and Phase 7 committed to using and
developing reclaimed water
● Required suppliers to assess drought and flooding risk in
operating facilities and implement related risk reduction
actions
● Implemented drills based on drought emergency
procedures
Management Structure of TSMC Climate-related Risks and Opportunities
Rising Temperatures
Increase in electricity consumption,
cost, and carbon emissions
Strive for low-carbon, green
manufacturing
Save energy and cut costs
Conserved 700 GWh of electricity through energy-saving
projects
Category
Governance
Management Strategy and Actions
Board of Directors periodically reviews climate change related risks and opportunities
● ESG steering committee led by the Chairman is the Company’s top organization dealing with climate change management. The chairperson of ESG committee serves as the
executive secretary. The ESG steering committee reviews TSMC’s climate change strategies and goals every quarter and reports to the Board of Directors.
● The energy and carbon reduction committee, led by the vice president of fab operations, deals with action implementation on climate change risks and opportunities at 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
Use scenario analysis to assess the potential operational and financial impact of significant climate risks and opportunities to the Company
Promote low carbon manufacturing to approach net zero emissions and strengthen climate resilience
Enhance suppliers’ awareness and responsiveness to climate risks through counseling and promote their active carbon reduction efforts
Risk Management
Use 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
Develop carbon emission reduction targets for TSMC and its suppliers and regularly review the progress on achieving the targets
Financial Impact Analysis of Climate Risks and Opportunities
Climate Risks
Potential Financial Impact
Climate Opportunities
Potential Financial Impact
2022 Actions
Greenhouse Gas (GHG)
Emissions Cap and Carbon
Tax/Carbon Fee
Restrictions on capacity expansion,
increases in operation costs
● Participation in renewable energy
plans
● Participation in carbon trading
market
Early purchases of renewable
energy, successfully increasing
production capacity
Trend to Net Zero Emission
● Increased cost of installation and
operation of carbon reduction
equipment
● Increased cost of purchasing
carbon offset products
Win public recognition and carbon
emissions offset cooperation
Accumulate carbon credits in
preparation for future carbon
emissions offset
Develop low-carbon product services
to improve product energy efficiency
Satisfy customers’ needs for
energy-saving products and
increase revenue
● Power purchasing agreements for renewable energy
totaled 2.9 GW (Gigawatts)
● Used 2,190 GWh in renewable energy, and increased the
proportion of renewable energy use to 10.4%
● Achieved 100% of renewable energy used in overseas
subsidiaries and offices for the fifth consecutive year
● Purchased 350,000 tons of carbon credits to achieve net
zero emissions from overseas plants
● Received carbon credit for fluorinated-GHG and nitrous
oxide reduction offset project about 600k ton
● 100% use of carbon neutral natural gas from Chinese
Petroleum Corporation in TSMC Taiwan fabs
● TSMC global offices used carbon credits to achieve net
zero emissions
Developed energy saving products for the 5nm, 3nm and
more advanced manufacturing process
Commitment of
Environmental Impact
Assessment (EIA)
The development of advanced
technologies potentially hampered
by inability to obtain renewable
energy and reclaimed water
Use reclaimed water
Smooth construction of
advanced production lines
TSMC reclaimed water plant in Southern Taiwan Science
Park began to operate
(Continued)
Greenhouse Gas (GHG) Emission Reduction and Energy Management
In response to threats presented by extreme weather, TSMC sets strategies and targets, ensures sound execution and strives to build
a sustainable culture. In 2021, TSMC announced its long-term goal of net zero emissions by 2050, while setting the short-term goal
of zero growth in emissions by 2025. By actively implementing emission reduction measures, the Company is working to return its
carbon emissions to 2020 levels by 2030. TSMC remains committed to becoming a global leader in green manufacturing.
TSMC actively participates in the initiatives of the World Semiconductor Council (WSC) and has leveraged its past experience
to develop best practices to reduce perfluorinated compounds (PFC) emissions, measures that have been fully adopted
and implemented since 2012. In 2013, in accordance with the “EPA Early Actions for Carbon Credit of Greenhouse Gases
Reduction” regulation, TSMC applied for recognition of GHG 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 GHG 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 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 the Company’s strategy to reduce
GHG emissions. Since 2005, TSMC has also participated in the international disclosure and rating agency – CDP to publicly disclose
climate change information for 18 consecutive years and to continuously review and improve related management practices.
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 carbon management in
2016. The three areas of focus of this platform are legal compliance, emission reduction, and carbon credit acquisition. In addition
to participating in official regulatory consultation and communications meetings, the Company also sets short-, medium- and
long-term reduction targets through the energy and carbon reduction committee led by the fab operations vice president. The
measures 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, the Company 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 in operating its facilities. These efforts simultaneously reduce carbon dioxide gas emissions and costs. As a result,
TSMC has conserved 3.1 billion kilowatt hours (kWh) of power since 2016. In February 2023, Taiwan renamed the “Greenhouse
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157
Gas Reduction and Management Act” to the “Climate Change Response Act” and amended the provisions. Relevant laws and
regulations will be formulated in the future. TSMC will continue to pay attention to and evaluate the company’s impact, so as to
respond early.
From 2015 to 2017, TSMC voluntarily participated in the R.O.C. Ministry of Economic Affairs’ green power purchasing program
and became the largest buyer in Taiwan, purchasing 400 million kilowatt hours (kWh) of green power. Although the Taiwan
Power Company stopped selling green power in 2018, TSMC still aggressively negotiates the purchase of renewable energy with
other suppliers in Taiwan. Targeting a long-term commitment of 100% renewable energy, TSMC has committed to achieving 40%
renewable energy 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 2022 again. TSMC also used carbon credits to offset carbon emissions of natural gas consumption
in kitchens, achieving the milestone of net zero emissions for TSMC global offices. Although development of renewable energy
in Taiwan is in an early stage, TSMC has established a renewable energy task force and continues to communicate closely with
government through the Association of Science Park Industries and Taiwan Semiconductor Industry Association. The Company has
made recommendations to the government in the hope that the collaboration would speed up renewable energy development
in Taiwan. The recommendations include expanding the development of offshore wind power and increasing the supply of the
renewable energy trading platform. TSMC continues to find renewable energy. By the end of 2022, the total installation capacity
of renewable energy contracted reached 2.9 GW (Gigawatts). The renewable energy will be provided to TSMC gradually after the
related business process has been completed. This is a clear manifestation of the Company’s active support of the UN Sustainable
Development Goals (SDGs).
In 2020 TSMC became the first semiconductor company to join RE100 (the global corporate renewable energy initiative) and
pledged that power consumption of all the Company’s manufacturing plants and offices will be 100% supplied from renewable
energy by 2050.
TSMC GHG Emissions in Recent Two Years
Unit: Metric ton CO2 equivalent
Year
2022
Scope
Parent Company
VisEra Technologies Company Ltd.
TSMC China Company Limited
TSMC Nanjing Company Limited
WaferTech, LLC
2021
Parent Company
VisEra Technologies Company Ltd.
TSMC China Company Limited
TSMC Nanjing Company Limited
WaferTech, LLC
Scope 1
Scope 2
Total Emissions
(Metric Ton CO2e)
Intensity (Metric
Ton CO2e / K NTD)
Total Emissions
(Metric Ton CO2e)
Intensity (Metric
Ton CO2e / K NTD)
Verification Party
Verification Status
1,669,738
5,845
187,181
46,209
109,784
1,808,427
7,282
196,834
29,778
105,346
0.0007
0.0006
0.0066
0.0011
0.0107
0.0011
0.0008
0.0093
0.0011
0.0136
9,540,171
29,683
0
0
0
8,116,439
39,057
0
0
0
0.0042
DNV
0.0033
DNV
0
0
0
DNV
DNV
AWN
0.0052
DNV
0.0043
DNV
0
0
0
DNV
DNV
AWN
Under Verification
Under Verification
Under Verification
Under Verification
Under Verification
Reasonable Assurance
Reasonable Assurance
Reasonable Assurance
Reasonable Assurance
Limited Assurance
Note 1: GHG includes CO2, CH4, N2O, HCFCs, PFCs, SF6, NF3
Note 2: Scope 1: Direct emissions, i.e. sources owned or controlled by the Company; according to the 2019 Refinement to the Guidelines for National Greenhouse Gases Inventories of the United Nations; and use the
Global Warming Potential (GWP) referring to the Intergovernmental Panel on Climate Change (IPCC) AR5 for calculation
Scope 2: Indirect emissions, i.e. those arising from externally purchased electricity, heat or steam. The calculation is according to market-based method.
TSMC GHG Reduction Target and Achievement Status
Strategy
2030 Goal
2022 Target and
Achievement
Achievement
Status
Continue to use
best available
technology to
reduce emissions of
GHG and become
an industry leader
in low-carbon
manufacturing
Reduce GHG emissions
per unit product
(metric ton of carbon
dioxide equivalent
(MTCO2e)/12-inch
equivalent wafer mask
layer) by 30% (Base
year: 2010)
Reduced GHG emissions
per unit product
(metric ton of carbon
dioxide equivalent
(MTCO2e)/12-inch
equivalent wafer mask
layer) by 6% (Target:
6%)
Achieved
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 24
hours a day by rotating staff and treats system effectiveness as
an important tracking item to ensure the quality of emitted air
and discharged water.
TSMC uses an intranet website to collect and measure water
recycling volumes company-wide. To make the most effective
use of Taiwan’s limited water resources, all TSMC fabs strive
to increase water reclamation by adjusting the water usage
of manufacturing equipment and improving wastewater
reclamation. The long-term target is a 30% decrease by
2030. By 2022, TSMC’s unit product water consumption
had decreased by 2.6% from 2010 levels. Challenges in
2022 included new wafer fab (Fab 18B), which was in the
process of setting up, so water conservation rate decreased
as the production line was still in the testing stage and
production had not yet reached economic scale. Excluding
the aforementioned new wafer fab, the Company’s water
consumption per unit of product decreased by 15.6%
compared with the base year, and the annual target was
achieved. All TSMC 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. The Company 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 in kitchens.
Since water resources are restricted by geographical conditions,
TSMC shares its water saving experience and expertise with
other semiconductor companies through the Association of
Science-Based Industrial Park to promote water conservation in
order to achieve Science Park’s goals and ensure a long-term
balance of supply and demand. In addition, TSMC has
committed to further recycling water resources and supporting
the government policy and promotion of reclaimed water.
TSMC’s Southern Taiwan Science Park Reclaimed Water Plant
began operation on September 19, 2022, the first private
reclaimed water plant in Taiwan. Introducing reclaimed
water into the manufacturing process is pioneering work in
the semiconductor industry. TSMC promises to continue to
increase the utilization of reclaimed water in newly constructed
fabs in the future.
To further enhance water resources management, TSMC has
adopted and followed the Alliance for Water Stewardship
(AWS) standard, the world’s only sustainable water
management standard. Early in 2022, Fab 12A, Fab 12B, Fab
5, located in Hsinchu Science Park, and Advanced Backend Fab
3 in Longtan Science Park passed a third-party verification audit
and also obtained AWS platinum level certification. TSMC’s
advanced product fabs in Taiwan’s three major Science Parks
have all achieved AWS platinum certification. TSMC is the
world’s first to do so in the semiconductor industry.
TSMC Water Usage in Recent Two Years
Year
2022
2021
Total Water Usage (m3)
(Note 1)
Unit Product Water Usage
(L/12-inch wafer-e-layer)
104,681,272
82,674,982
137.3
119.7
TSMC Water Usage Reduction Target and Achievement
Status
Strategy
2030 Goal
Enforce climate
change mitigation
policies, implement
water conservation
and water shortage
adaptation
measures
Reduce unit water
consumption (liter/12-
inch equivalent wafer
mask layer) by 30%
(Base year: 2010)
2022 Target and
Achievement
Achievement
Status
Reduced unit water
consumption by 2.6%
(Target: 16%)
Unachieved
(Note 2)
Note 1: Includes TSMC fabs in Taiwan and Subsidiaries
Note 2: Excluding the impact of new plants (Fab 18B) not yet optimized, TSMC reduced water
consumption per unit of product by 15.6%.
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Waste Management and Recycling
In recent years, as TSMC continued to develop advanced
processes and expand capacity rapidly both at home in Taiwan
and overseas, waste production has increased due to the
complexity of new process development, demand for reliable
yield rates, and increasing use of raw materials.
To achieve the goal of sustainable resource utilization, TSMC
has a designated unit responsible for waste recycling and
disposal. The priorities are process waste reduction, onsite
and offsite recycling and regeneration, with incineration and
landfill as least desirable final options. 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. It also
set up onsite resource activation facilities to convert waste
resources produced by processing activities into products to
be used onsite or to sell to other factories. In 2021, TSMC
recycled waste copper sulfate, cobalt-containing liquid, waste
sulfuric acid and waste ammonium sulfate, all of which were
regenerated into products. The Company also developed the
system of cryolite synthesis whereby waste hydrogen fluoride
(HF) is recycled and regenerated into raw material used in
other industries. As a result, the Company has become a leader
in waste resources regeneration. In 2022, TSMC became the
first company in the semiconductor industry to use anaerobic
digestion technology to reuse organic sludge in order to
generate green electricity and implement green manufacturing.
At the same time, TSMC’s fabs in Taiwan achieved a 95%
waste recycling rate for the eighth consecutive year, with
a landfill rate below 1% for the thirteenth consecutive
year. Furthermore, Fab 12 earned the platinum UL 2799
certification, the highest grade for zero landfill in 2021. All
TSMC facilities in Taiwan plan to obtain UL 2799 certification
in 2023.
TSMC Waste Quantity and Outsourced Unit Waste
Disposal in Recent Two Years (Note 1)
Year
2022
2021
Outsourced
General Waste
(ton) (Note 2)
Outsourced
Hazardous Waste
(ton) (Note 2)
Outsourced Unit
Waste Disposal
(Note 3)
(kg/12-inch
equivalent wafer
mask layer)
342,804
335,080
401,215
339,623
0.99
0.99
Note 1: The data in the table are preliminary results collected by TSMC and have not yet been verified
by a third party
Note 2: Totals include Taiwan and subsidiary facilities
Note 3: Taiwan facilities
TSMC Waste Reduction Target and Achievement Status
Strategy
2030 Goal
2022 Target and
Achievement
Achievement
Status
Promote waste
reduction by source
separation and
require vendors to
provide low chemical
consumption
equipment
Outsourced unit waste
disposal per wafer
≦0.50 (kg/12-inch
equivalent wafer mask
layer)
Outsourced unit waste
disposal per wafer 0.99
(kg/12-inch equivalent
wafer mask layer)
(Target: ≦0.99%)
Exceeded
In order to ensure that all waste is treated and recycled
properly, TSMC closely tracks the recycling and reuse practices
of its cleanup and disposal vendors. The Company carefully
selects waste disposal and recycling vendors that have
certificates and permits, regularly checks the onsite operational
status, disposal declaration forms, operational records, etc.,
compares with actual reuse and disposal, and takes proactive
steps to strengthen vendor auditing. For example, all waste
transportation contractors have agreed to join the GPS Satellite
Fleet so that the cleanup transportation routes and abnormal
stays for all trucks can be traced. All waste recycling and
disposal vendors have installed closed-circuit TV systems at
operating sites to monitor and audit waste handling. At the
same time, to further guarantee proper waste handling, TSMC
built the system of waste intelligent fast track (S.W.I.F.T) and
completed five different types of waste treatment vendors
for pilot testing in 2022. TSMC intends to roll out SWIFT
to all waste treatment vendors in 2025. By using Artificial
Intelligent technology replacing in-person on-site spot checks,
the Company increases inspections efficiency by 65 times
and reduces manual inspection by 13,000 hours each year.
In addition, TSMC also conducts ongoing surveys of recycled
product tracking and requires all recycling contractors to report
their recycled product sales monthly to track waste flow and
ensure that actions are taken to adhere to lawful and proper
waste recycling and treatment.
Environmental Accounting
The purpose of TSMC’s environmental accounting system
is to identify and quantify environmental costs for internal
management. At the same time, the Company also evaluates
the savings or economic benefits of environmental protection
programs so as to continuously promote economically effective
programs. While environmental expenses are expected to
continue to rise, 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 energy conservation, water or waste reductions and recycling benefits in accordance
with its environmental protection programs. The benefits disclosed in this report include real income from projects such as waste
recycling and savings from major environmental projects. In 2022, the total benefits of environmental protection programs of TSMC
fabs including waste recycling exceeded NT$3,720 million.
2022 Environmental Cost of TSMC Fabs in Taiwan
Unit: NT$ 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) Energy Conservation
Costs for electricity consumption saving
(4) GHG Reduction
Include: (1) Process GHG emissions abatement equipment; (2) Premium for
purchasing renewable energy; (3) Costs for purchasing carbon credits; (4) Other
costs for direct GHG emissions reduction
(5) Industrial Waste Disposal and Recycling
Costs for waste treatment (including recycling, incineration and landfill)
2. Indirect Costs for Reducing Environmental
Impact (Environmental Managerial Costs)
3. Other Environmental Costs
Total
(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
9,210,702
0
0
1,369,799
3,528,155
597,111
9,251,097
4,127,825
1,349,951
6,134,888
0
817,235
0
0
14,705,767
21,680,996
2022 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
1,735,282
41,845
1,102,000
844,000
3,723,127
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. The Company has also continued to upgrade existing office buildings to comply with the LEED standard
each year. From 2008 to 2022, 40 of TSMC’s fabs and office buildings achieved LEED certifications: three platinum and 37 gold.
During this time, the Company also received six Taiwan Intelligent Building diamond-class certifications and 28 Taiwan Ecology,
Energy saving, Waste reduction and Health (EEWH) certifications: 21 diamond, five gold and two silver. Since 2009, the Company
has been a leading supporter of the Taiwan government’s Green Factory Label standard, including the Clean Production and Factory
Green Building evaluation systems. TSMC received Taiwan’s first Green Factory Label and 14 labels in total as of the end of 2022
and is the most awarded company in Taiwan.
Environmental Audit Results in Violation of Environmental Regulations
In 2022 and as of the date of this Annual Report, TSMC has had no environmental regulation violations.
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161
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. These include ultra-low power (ULP) and low
operating voltage (low Vdd) 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 adaptor chips, high-efficiency DC brushless
motor chips, electric vehicle chips and low-power server chips.
By leveraging TSMC’s superior energy-efficient technologies,
these chips support sustainable city infrastructure, greener
vehicles, smart grids, more energy efficient servers and
data centers and other applications. In addition to helping
customers design low power, high performance products to
reduce resource consumption over the product’s life cycle,
TSMC’s green manufacturing practices provide further green
value to customers and other stakeholders.
TSMC-manufactured ICs are used in a broad variety
of applications in various segments of the computer,
communications, consumer, industrial, electric vehicle, server
and data center, and other electronics markets. Through
TSMC’s manufacturing technologies, customers’ designs are
realized and their products are incorporated into people’s
lives. These chips, therefore, make significant contributions
to the progress of modern society. TSMC endeavors 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 Contributions by TSMC Foundry Services
1. Continue to Drive Technology to Reduce Power
Consumption and Save Resources
● To play its part for sustainability, TSMC continues to drive
the development of advanced semiconductor process
technologies to support customers with creating more
advanced, energy-efficient 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. In addition,
calculations using the Industry, Science, and Technology
International Strategy Center’s model reveal that in 2020
TSMC helped the world conserve 4 kWh of energy for
each 1 kWh spent in production – a testimony to TSMC’s
commitment to green manufacturing both internally and
externally. (Please refer to “Sustainable Products by TSMC
Facilitates Global Energy Conservation” on page 11 of TSMC’s
2020 Corporate Social Responsibility Report.)
● As TSMC quickly ramped up its 7nm and newer generation
technologies, combined wafer revenue contribution grew
significantly from 9% in 2018 to 53% in 2022. TSMC’s
objective is to continue R&D investment and increase wafer
revenue contribution in 7nm and beyond technologies,
helping the Company achieve both profitable growth and
sustainability.
TSMC Wafer Revenue Contribution from 7nm and Beyond
Technologies
2018
9%
2019
27%
2020
41%
2021
50%
2022
53%
Chip Die Size Cross-Technology Comparison
Die size reduces as line width shrinks
1
0.48
0.25
0.11
55nm
40nm
28nm
16FFC/
12FFC
0.063
0.047
0.035
0.026
10nm
7nm
5nm
3nm
Note: The logic chip/SRAM/IO (input/output) ratio, which affects die size and power consumption, was
re-aligned.
Chip Total Power Consumption
Cross-Technology Comparison
More power is saved as line width shrinks
1
0.6
0.3
0.07
0.056
0.034
0.022
0.015
N55LP N40LP N28HPM 16FFC/
12FFC
(1.2V)
(0.8V)
(0.9V)
(1.1V)
10nm
(0.75V) (0.75V)
7nm
5nm
3nm
(0.75V) (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
chips, 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. 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.
3. Drive Industry-leading, Comprehensive ULP Technology
Platform
● To meet low-power consumption requirements for IoT
markets, such as wearable, smart home, and health care
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
smart edge devices that demand increased computing
capabilities, including smart watches, smart speakers,
smart cameras, hearing aids, pacemakers and various other
smart appliances. TSMC’s industry-leading ULP offerings
include FinFET-based 12-nanometer technology, N12eTM,
featuring energy efficiency with high performance that
results in more computing power and AI inferencing, 22nm
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 simulation
program with integrated circuit emphasis (SPICE) models with
a wide-range of operating voltages 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 2022 through TSMC’s green manufacturing, see
Environmental Accounting on page 160-161 in this Annual
Report.
Social Contributions 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), organic light-emitting diode (OLED) display
drivers and power management ICs (PMIC) 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
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163
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 productivity and mobility of modern society.
2. Unleash Customer Innovations in CMOS image sensors
(CIS) and micro-electromechanical systems (MEMS) that
enhance human health and safety and 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
using either CIS or MEMS 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
near infrared (NIR) machine vision, etc. For MEMS, TSMC
and customers have extended applications from traditional
motion sensing to microphone, bio-sensing, micro-speakers,
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. 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. Moreover,
by monitoring the working environment and conditions,
advanced sensors can make equipment smarter so that it can
operate in a more energy efficient way.
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
Taiwan Occupational Safety and Health Management System
(TOSHMS) 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, the
expectations and demands of stakeholders, the assessment
of risk inspections, communication and consultation with
non-managers, the application of performance indicators, and
the evaluation of corrective and preventive actions. 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
identify safety concerns and opportunities for improvement.
All Company fabs in Taiwan received ISO 45001 certification
for occupational health and safety in 2019 and all TSMC
subsidiaries obtained the certification in 2020. All the above
certifications have been maintained. New facilities are required
to receive aforementioned certifications within 18 months after
receiving facility license per TSMC’s internal policy.
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 a
strong ESH culture.
There were a total of 35 occupational injuries at TSMC in 2022,
involving 35 people, representing approximately 0.04% of the
total number of employees. The disabling injury frequency rate
(FR) was 0.27, under the 0.4 target, and the disability injury
severity rate (SR) was 3, meeting the target of less than 4. In
response, TSMC is reviewing potential improvement measures,
such as interlocking devices for machine safety, as well as
standard safety operation procedures. In addition to regular
reviews, the caring program for employees has been enhanced
and managers have been directed to pay closer attention to the
physical and mental state of employees to ensure their safety
and health during their work.
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 the transportation of 300mm front-opening
unified pods (FOUPs) to prevent accumulative physical damage
caused by repetitive manual handling of this equipment. TSMC
300mm fabs have all converted to 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 environmental, safety and health concerns about
new chemicals are addressed and controlled including
the use of engineering controls and personal protection
equipment, as well as operational safety training during
storage, transportation, usage and disposal. A total of 434
cases of new tools and chemical substances were passed by
the new tool and new chemical review committee in 2022,
and they were evaluated and reviewed in accordance with the
aforementioned standards before entering TSMC.
● 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 injuries to employees and
damage to property, as well as the impact on society and the
environment in the event of a disaster.
TSMC Safety-related Training and Promotion in the Recent Two
Years
Year
2022
2021
Total Number of Employees who have Completed
Safety-related Training
271,702
289,398
● Working Environment Hazardous Factors Management
TSMC conducts workplace hazard assessments to provide a
comfortable, safe workplace to employees. The Company also
educates employees and requires them, when appropriate, 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 as regulated by local laws. In addition,
TSMC performs exposure assessments and uses 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
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effect on employees, ESH professionals immediately conduct
onsite observation and intervention to reduce the risk of
hazardous factors exposure to acceptable levels.
● 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 carry out 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: request 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 requires identifying potential high-risk events via risk
assessment and being prepared for various scenarios. It should
focus on continuous improvements and drills covering all
potentially serious events. TSMC’s emergency response plans
include procedures for rapid-response crisis management and
disaster recovery for potential incidents.
All TSMC fabs conduct major annual emergency response
exercises and evacuation drills. TSMC’s onsite service
contractors are also required to participate in emergency
response planning and exercises to ensure cooperation in
handling accidents and to effectively minimize any damage
caused by disasters. In 2022, the Company held 109
evacuation drills and 53 fire drills. 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 (at the Tainan site).
Since 2018, TSMC has conducted complex accident emergency
response drills, which include simultaneous scenarios for
earthquake, fire and chemical spills 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.
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 2022, 428 sessions of tabletop
exercises had been completed in addition to 235 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
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. In order to protect
the health of TSMC employees, their families, and work
partners, employees are encouraged to be fully vaccinated if
in healthy condition. In addition, TSMC reviews the situation
from time to time and formulates appropriate preventive
measures such as daily body temperature checks and updated
vaccination information before entering Company facilities and
continues to follow epidemic prevention recommendations
such as mask wearing, frequent hand washing and social
distancing.
● Employee Physical and Mental Health Enhancement
TSMC believes that employee physical and mental health is not
only fundamental to maintaining sound business operations
but is also an important part of a corporation’s responsibility.
To preserve and promote the physical and mental health of
its employees, TSMC fosters collaboration among the onsite
industrial safety and environmental protection department,
the onsite medical personnel of the health center, and
physicians of occupational medicine. TSMC strives to reduce
cerebral and cardiovascular conditions or injuries that might
be induced or aggravated by overwork, night work or shift
work. The Company conducts programs for maternal health
protection and for prevention of cumulative trauma disorders
as well. TSMC devotes significant resources to mental health
awareness, focused not only on hazards at work but also on
employee health in general. In 2022, through planned personal
health management, (1) 543 female employees participated
in the maternal health program, and the completion rate was
100%. All but one of them were at first degree risk, where
there was no potential harm to the mother or infant. One
woman was assessed as second degree risk, with potential
harm to the mother or infant, but after proper adjustments
to her work duties, her risk was downgraded to first degree.
(2) Through analysis of historical cerebral and cardiovascular
cases of its employees, TSMC has sharpened the disease
assessment criteria used by contracted doctors, and, in
combination with internal annual health examination reports
and work scheduling information, the Company was able to
identify 4,485 employees with middle to high risk for cerebral
and cardiovascular diseases. These employees were provided
with health education and medical assistance. Also, they and
their managers received recommended changes in working
hours and shifts to reduce health risks. (3) 201 employees
were identified as high risk for cumulative trauma disorders,
including one who might also have job-related risks, and
the Company adjusted working conditions accordingly to
reduce potential risks. (4) As obesity has been considered as
a precursor to hyperglycemia, dyslipidemia, and hypertension
and insomnia, TSMC has held health promotion programs for
several consecutive years. In 2022, in light of the COVID-19
pandemic and catering to the younger generation’s preference
for social and video media, apart from physical weight loss
activities (6,458 participants; total weight loss reached
5,322.9kg),TSMC conducted a series of online interactive
activities including: three sessions of “Health Lecture Online”
with 2,876 attendees in total; three health education
promotion materials about Weight-loss Diets , with a total
of 25,776 person-times; four sessions of online quizzes on
the topics of insomnia and improving sleeping, with a total
of 16,656 attendees; and one-on-one sleep counseling 93
attendees in total. The above activities have all received positive
feedback from employees. In the future, we will continue to
implement relevant health promotion activities to take care of
the health of employees.
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 have obtained 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.
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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 Organization for Economic
Cooperation and Development (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 conflict-free tantalum, tin, tungsten and
gold in its products.
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 2022, the COVID-19 pandemic persisted, affecting every
sector in Taiwan. During this time, the TSMC Education
and Culture Foundation (the Foundation) responded by
infusing more resources into the arts and holding numerous
educational and cultural events. In addition, the Foundation
teamed up with educational partners to empower teachers
in rural areas; invited TSMC employees to accompany
young college students to pursue their dreams; encouraged
female high school students to go into Science, Technology,
Engineering and Math (STEM) fields; sponsored courses
that pass on traditional theater and micro courses teaching
Peking opera appreciation; and joined forces with the power
of science and technology to hold online cultural events. The
Foundation invested over NT$99 million in 2022 to provide
resources in three main areas: cultivate the young generation,
educational collaboration, and promote arts and culture,
thereby bringing about the positive cycle for the common good
of the society and for the sustainable development.
Narrowing the Gap in Resources; Supporting Education
of the Economically Underprivileged
As part of the COVID-19 prevention measures taken in Taiwan,
instruction at schools of all levels went online. Such a measure,
while lessening the impact of the reduced in-person teaching,
also exposed the glaring gap in educational resources between
urban and rural areas. In response, the Foundation worked
in tandem with the CommonWealth Magazine Education
Foundation and the Prof. Hwawei Ko Reading Research Center
of National Tsing Hua University to launch the “Teaching &
Learning Project”, which was implemented in 48 primary
schools in rural areas. This project provides first and second
grade teachers, free of charge, well-researched teaching
plans for reading and writing, thereby reducing the teachers’
preparation load. Moreover, a complementary online support
system allowed teachers to discuss various issues with the
staff at the Prof. Hwawei Ko Reading Research Center, thus
strengthening and broadening the quality of their instruction.
In May 2022, testing of the pupils who had attended the
“Teaching & Learning Project” showed that their literacy skills
had improved markedly.
In addition to the “Teaching & Learning Project” aimed
at empowering primary school teachers, the Foundation
collaborated with Chengzhi Education Foundation to sponsor
the KIST education scheme at the Emei Junior High School in
Hsinchu, a program that strives to bring positive change to the
school. Also, together with Unitas Literary, the Foundation held
the TSMC Youth Literature Camp, providing junior high school
students from rural areas the opportunity to appreciate the
beauty of literature in the setting of youth camps. Moreover,
the Foundation continued to offer scholarships and computers
to 98 outstanding students of underprivileged backgrounds at
five national universities in Taiwan, freeing these students of
financial burden and offering them the opportunity to study
at college. The Foundation’s scholarship program truly helps
students transform their lives.
Nurturing ESG Talent, Empowering Women in STEM
Fields
In 2022, the Foundation continued to hold the “TSMC
Udreamer” project, encouraging college students all over
Taiwan to take the first step in pursuing and realizing their
dreams. The project’s theme in 2022 was sustainability,
chosen to encourage young college students to pay attention
to issues of sustainability and contribute to the common
good of the society while pursuing their dreams. The 2022
competition received proposals from 161 teams composed of
516 college students from all over Taiwan. At the final stage
of the competition, eight teams of college students won the
dreamer’s prize of NT$300 million and started a year-long
dream-building journey. In addition, the Foundation launched
the “TSMC Udreamer Mentorship” project in 2022, inviting
TSMC employees to be mentors to the young dreamers by
offering guidance and moral support. In total, 98 employees
registered for the project, of which 15 were selected and
specially trained to assist the dreamer teams to realize their
dreams. In 2022, the Foundation also joined forces with
National Museum of Natural Science to hold the “TSMC Female
Scientists Tour” for the third consecutive year. Since the first
tour, more than a thousand female high school students have
participated. The tour consists of a two-day, one-night camp
with activities such as a visit to the National Museum of Natural
Science, a forum with female scientists, and a printed circuit
board (PCB) practice workshop. Through diverse scientific
activities, the students learn about the design, manufacturing
and application of semiconductors. In addition to broadening
their knowledge of popular science, the attendees learn more
about opportunities for women in STEM fields and their
unique roles through the forum with female scientists and the
exchange with the Women@tsmc society. Through the tour,
the Foundation hopes to encourage more female students to
go into STEM fields, thereby nurturing more female science
and technology talent.
Further demonstrating its commitment to promoting science
education, in 2022 the Foundation continued its partnership
with Center for the Advancement of Science Education
of National Taiwan University to hold the “TSMC Cup:
Competition of Scientific Short Talk”. The two competitions,
the “Competition of Scientific Innovation Presentation” and
the “Essay Awards for Introducing Popular Science Books to
the Public” were held online. During the competition, the
Foundation organized online classes to enhance the attendees’
presentation skills and also invited university professors
and popular science writers to write columns of sample
introductory essays to help the students with their writing
skills. More than 750 attendees participated in the 2022
competition.
In addition to its dedication to nurturing talent in STEM
fields, the Foundation also encourages young students to
create literary works and practice calligraphic arts. The two
major literary and arts competitions for the senior high school
students, the “TSMC Youth Literature Award” and the “TSMC
Youth Calligraphy and Seal-Carving Competition” have been
held since 2004 and 2008 respectively. During this time
more than 10,000 people have entered the two competitions
designed. Apart from encouraging the younger generation to
create literary works and practice the art of calligraphy through
the format of competitions, the Foundation aims to elevate the
public’s appreciation for literature and traditional calligraphic
and seal-carving art though various types of promotional
events.
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Passing on the Heritage of Classical Theater; Injecting
New Blood into Arts and Culture
Peking opera, the treasure of Chinese performing arts, has
been inscribed on the representative list of the Intangible
Cultural Heritage of Humanity by UNESCO. In recent times,
however, Peking opera has all but vanished from the horizon
of today’s youth. In order to rekindle interest in the heritage
of this beautiful theatrical culture, the Foundation began the
“Passing on Traditional Theatre Heritage on Campus” project
with GuoGuang Opera Company, funding a two-semester
course at National Tsing Hua University and Tunghai University.
The content of the course includes knowledge of theater,
appreciation and analysis of plays, and workshop and stage
performances. The lectures guided 93 college students to
personally experience the performance of Peking opera step by
step and in depth and to appreciate the charm of Peking opera
aesthetics. In addition to university courses, the Foundation
also organized four “TSMC Theater Lectures” specifically for
senior high school students in the Hsinchu area and focused
on the theme of major maid characters in Peking opera. There
were professional introduction lectures by Wang An Chi,
emeritus professor at the Department of Drama and Theatre
of NTU, by the Taipei Culture Awards winner Zhu An Li and
by the young actors at GuoGuang Opera Company, who
demonstrated the use of makeup art, the art of recitation and
hand gestures as basic techniques of Peking opera. The lecture
series broadened the younger generation’s artistic horizon
and helped them appreciate the scenes on stage and behind
the stage. Furthermore, the Foundation commissioned a radio
program, “Telling Stories of Peking Opera” at IC: the Sound of
Hsinchu Science Park, to stimulate public interest in the art of
Peking opera by presenting various topics about theater and
interesting stories of the plays.
The theme of the annual TSMC Hsinchu Arts Festival in 2022
was “Feast of the Gods,” as the Contemporary Legend Theater
performed “Metamorphosis,” a play adapted from Franz
Kafka’s novella by the Peking opera maestro Wu Hsing-kuo,
and a brand new production of a traditional play “Eight
Gods Crossing the Sea.” In addition to live performances, the
Arts Festival also combined various formats of arts events in
different media such as streaming platforms and television,
including “Like a Rolling Poem – a Documentary on Music
and Poetry” and “Film & Mythology,” an online film festival.
The 2022 TSMC Hsinchu Arts Festival organized 42 exquisite
art exhibitions and cultural events, inviting more than 15,000
community members to attend. Along with the TSMC
Hsinchu Arts Festival, the Foundation continued to support
major performing arts groups in Taiwan by sponsoring the
production of Mozart’s Die Zauberflöte (The Magic Flute) at
the National Taichung Theater and conducting and composing
masterclasses at the National Symphony Orchestra (NSO)
in hopes of bringing a fresh perspective to Taiwan’s arts
environment during the pandemic and keeping the arts’ flame
burning bright.
7.4 TSMC Charity Foundation
Under the guidance of Chairperson Sophie Chang, the
TSMC Charity Foundation (the Foundation) strives to address
social inequalities through volunteer onsite/online services.
Established in 2017, the Foundation focuses on the four pillars
of public welfare in its charitable programs and projects: care
for the disadvantaged, taking care of the elderly, filial piety
promotion, and protection of the environment. In 2022, the
Foundation’s focus on assisting the disadvantaged honed in
on rural empowerment as part of an initiative to correlate with
social trends in rural education and employment integration.
In rural areas, the Foundation offers various educational
development resources to schools and after-schools. As for
eldercare and care for the socioeconomically disadvantaged,
the Foundation endeavors to improve their quality of life
through both economic support and medical services. The
Foundation continued to operate the “Sending Love” platform
to strengthen the cooperation among enterprises, local
governments and universities so as to strengthen local services
and jointly uplift society.
In 2022, the Foundation demonstrated its dedication to
investing in public welfare and expanding projects to improve
its scope of services:
● Rural Empowerment: The Foundation continuously provides
education and living assistance to institutes in need and to
children in rural areas, including volunteer services, economic
support, food supplies and the purchase of digital learning
equipment and materials. In 2022, the Foundation focused
on rural students’ employability. By collaborating with 104
JOB BANK on the “World of Jobs, Road to Employment”
plan, the Foundation published 104 career exploring videos
in 2022 to give rural students a broader outlook on future
careers and encourage them to develop their potential. In
helping rural students to obtain the skills to work locally,
two enterprises, Chi Mei Frozen Food Co., Ltd. and Lohas
Biotech Development Corp., joined this year to give training
to two vocational high schools and extended job offers to
14 students. While the expanded plan of job placement was
released in 2022, the Foundation partnered with SEMI to
hold a conference session in 2022 SEMICON Taiwan and to
establish a job-matching platform with 30 TSMC suppliers
and semiconductor-related enterprises providing 600 jobs for
rural vocational students.
In 2022, the Foundation assisted 6,358 students at 134
rural care institutes and collaborated with TSMC volunteers
to produce tutorial videos of scientific experiments and
science education. When classes were suspended due to
the pandemic, the Foundation supplied science learning
materials to help students study at home and moved physical
classes online to ensure students could continue their
studies. The Foundation’s “Sending Love Platform” initiative
visited and screened disadvantaged individuals in need of
financial support, and also provided financial assistance
and daily necessities made possible by internal and external
donations from TSMC to improve the living conditions of
highly vulnerable and disadvantaged families. As of 2022, the
Foundation has supported a total of 250 families.
● Taking Care of the Elderly: The Foundation collaborates
with Network of Compassion partners to enhance the health
and welfare of solitary elders by connecting them with social
welfare groups and medical units. In 2022, the Foundation
cooperated with National Yang Ming Chiao Tung University
and Guandau Hospital to establish a smart exercise club for
the elderly to prevent disability and delay aging through
exercise. The Foundation continued to collaborate with the
TSMC facility division to repair 285 houses damaged by the
earthquake in Hualien, and further ensuring 16 solitary elders
a safe and healthy living space after the disaster. Current
Network of Compassion partners include Taipei Municipal
Gandau Hospital, Taipei Veterans General Hospital, Miao-Li
Hospital, Old Five Old Foundation, Fongyuan Hospital, China
Medical University Hospital, Taichung City Private Lin Tseng
Lien Welfare And Charity Foundation, Taiwan Puli Care
Association, Sin-Lau Hospital, Tainan Municipal Hospital,
Jianan Psychiatric Center Department of Health, Mennonite
Christian Hospital, Mennonite Social Welfare Foundation,
Fooyin University, Penghu Hospital, and Cishan Hospital.
Education Administration, Ministry of Education to promote
these concepts and cultural values. This included conducting
ten filial piety parent-child workshops at elementary schools,
where TSMC volunteers provide long-term care, as well
as jointly producing short filial piety films and organizing
award ceremonies to recognize excellence in teaching plans,
thus encouraging both teachers and students to initiate
intergenerational dialogue and to implant a modern spirit of
filial piety within the hearts of all participants.
● Protecting the Environment: The Foundation helped
disadvantaged social welfare institutes to increase the use
of green energy and save power, while also continuing to
implement the “Cherish Food Program” to reduce resource
waste. The “Green Energy for the Disadvantaged” project
was launched in 2021, and by 2022 the Foundation had
installed solar panels at six social welfare institutes, which can
supplement these institutes’ operating expenses by selling
green energy. The LED Lighting Replacement Program helped
240 schools to reduce electricity costs by at least 30% with
energy-saving lights. As for the “Cherish Food Program”, the
Foundation continued to work with many food companies
to donate out-of-spec foods to 130 disadvantaged social
welfare institutes to provide the children with after-school
snacks, thereby reducing food waste. Current collaborators
include Chi Mei Frozen Food Co., Ltd., Hunya Food Co., Ltd.,
Laurel Corporation, Lian-Hwa Foods Corp., Hsin Tung Yang
Co., Ltd., Great Wall Group, and Lao Xie Zhen Co., Ltd.
7.5 TSMC i-Charity
The TSMC i-Charity platform, launched in 2014, is an
interactive intranet site that employees use to propose charity
projects, share project results, provide suggestions and
responses, and conduct timely funding of activities to give back
to society.
In 2022, a total of 38,857 people donated more than NT$51.3
million to help repair earthquake-damaged houses in Hualien,
to support the aboriginal elementary school’s baseball team,
Junyi Academy, and to aid the Teach for Taiwan program and
other fundraising projects.
● Promoting Filial Piety: The Foundation promotes the spirit
of filial piety in Eastern culture by spreading awareness to
younger generations so as to alleviate social risks and issues
related to aging societies. In 2022, the Foundation continued
to work with the Filial Piety Resource Center of the K-12
The TSMC i-Charity platform has accumulated more than
NT$271 million in donations since its inception in 2014. TSMC
continues to carry out its social commitments and encourages
its employees to care for and give back to society in various
ways.
170
171
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 have a governance structure for sustainability
V
development and a dedicated (or ad-hoc) sustainable development
organization with Board of Directors authorization for senior management,
which is reviewed by the Board of Directors?
For the Company’s governance structure for sustainability development, please
refer to “7.1 Environmental, Social and Governance (ESG) – Overview” on page
150-154 of this Annual Report.
None
For the structure, operations, implementation status and frequency of
reporting to the Board of Directors of the Company’s dedicated organization
for sustainability development, please refer to “7.1 Environmental, Social and
Governance (ESG) – Overview” on page 150-154 of this Annual Report.
For progress of the Board of Directors’ supervision of the Company’s
sustainability development, please refer to “7.1 Environmental, Social and
Governance (ESG) – Overview” on page 150-154 of this Annual Report.
2. 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?
V
For the Company’s scope of risk assessment, please refer to “7.1 Environmental,
Social and Governance (ESG) – Overview” on page 150-154 of this Annual
Report.
None
3. Environmental Topic
(1) Has the Company set an environmental management system designed to
V
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 greenhouse
gas emissions reduction, water usage reduction and other waste
management policies?
V
V
V
None
For the principle, process and result of the Company’s materiality analysis of
ESG related topics and risk management related policy or strategy, please refer
to “7.1 Environmental, Social and Governance (ESG) – Overview” on page 150-
154 of this Annual Report.
(1) For the Company’s environmental management system and the regulations
on which it is based, please refer to “7.2 Environmental, Safety and Health
(ESH) Management” on page 154-168 and “6.3.3 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” on page 143 of this Annual
Report.
For the Company’s international certifications and their scope, please refer
to “7.2 Environmental, Safety and Health (ESH) Management” on page
154-168 of this Annual Report.
(2) For the Company’s improvement of resource efficiency and the use of
renewable materials, please refer to “7.2.1 Environmental Protection –
Climate Change and Energy Management/Waste Management and
Recycling” on page 156-157, 160 of this Annual Report.
(3) For the Company’s evaluation of potential risks and opportunities of current
and future climate change and measures taken related to climate topics,
please refer to “7.2.1 Environmental Protection – Climate Change and
Energy Management” on page 156-157 of this Annual Report.
(4) For the Company’s statistical data, intensity and data coverage for
greenhouse gas emissions, water usage and waste quantity in the past two
years, please refer to “7.2.1 Environmental Protection – Climate Change and
Energy Management/Greenhouse Gas (GHG) Emission Reduction and Energy
Management/Air and Water Pollution Control/Waste Management and
Recycling” on page 156-160 of this Annual Report.
For the Company’s policies on the reduction of greenhouse gas emissions,
water usage and waste management, please refer to “7.2.1 Environmental
Protection” on page 156-161 of this Annual Report.
For the Company’s certification status of each data set and its scope, please
refer to “7.2.1 Environmental Protection – Climate Change and Energy
Management/Greenhouse Gas (GHG) Emission Reduction and Energy
Management/Air and Water Pollution Control/Waste Management and
Recycling” on page 156-160 of this Annual Report.
(Continued)
Assessment Item
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
(3) Does the Company provide employees with a safe and healthy working
V
environment, with regular safety and health training?
Implementation Status
Yes
No
Summary
Non-
implementation
and Its Reason(s)
None
(1) For the Company’s policies and specific programs in compliance with
regulations and internationally recognized human rights principles, please
refer to “5.6.1 Human Rights Policy and Specific Actions” on page 110 of
this Annual Report.
(2) For the Company’s employee welfare measures, including salary and
compensation, diverse and fair workplace, leave, allowance, bonuses, and
subsidies, please refer to “5.6.6 Competitive Overall Compensation”, “5.6.2
Diversity and Inclusion”, “5.6.3 Workforce Structure”, and “5.6.7 Employee
Benefit System Superior to Statute” on page 112, 110-111, 111, 113-114
of this Annual Report.
(3) For the Company’s status with respect to providing employees with a safe
and healthy working environment, with regular safety and health training,
please refer to “7.2.3 Safety and Health” on page 164-167 of this Annual
Report.
For the Company’s related certification status and its scope, please refer to
“7.2.3 Safety and Health” on page 164-167 of this Annual Report.
For a presentation and analysis of the Company’s occupational accidents in
the current year and the number of employees involved, as well as related
improvement measures taken, please refer to “7.2.3 Safety and Health” on
page 164-167 of this Annual Report.
(4) Has the Company established effective career development training
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 policies to protect consumers’ or customers’ rights and
consumer appeal procedures?
V
V
(4) For the scope and implementation of the Company’s employee training
plans, please refer to “5.6.5 Talent Development” on page 111-112 of this
Annual Report.
(5) Not applicable as TSMC is not an end product manufacturer.
For the Company’s policy to protect customers’ rights, please refer to “5.4.1
Customers” on page 107 of this Annual Report.
(6) Does the Company set supplier management policy and request suppliers
V
(6) For the Company’s supplier management policy and related compliance
to comply with related standards on the topics of environmental,
occupational safety and health or labor right, and their implementation
status?
norms, and specific requirements for suppliers in environmental protection,
occupational safety and health or labor rights, please refer to “7.2.4
Supplier Management” on page 167-168 and “5.6.1 Human Rights Policy
and Specific Actions” on page 110 of this Annual Report.
For a description of the implementation of the Company’s supplier
management policy and related compliance norms, please refer to “7.2.4
Supplier Management” on page 167-168 of this Annual Report.
5. Does the Company refer to international reporting rules or guidelines to
publish Sustainability Report to disclose non-financial information of the
Company? Has the said Report acquire third party verification or statement
of assurance?
V
For the reporting rules and guidelines that the Company follows in disclosing
non-financial information in the Sustainability Report, please refer to “7.1
Environmental, Social and Governance (ESG) – Overview” on page 150-154 of
this Annual Report.
None
For third party verification of the Sustainability Report, please refer to “7.1
Environmental, Social and Governance (ESG) – Overview” on page 150-154 of
this Annual Report.
6. If the Company has established its sustainable development code of practice according to “Listed Companies Sustainable Development Code of Practice,” please describe the operational status and differences.
TSMC follows the ESG Policy set by the Chairman, Dr. Mark Liu. For sustainable development operational status, please refer to “7. Environmental, Social and Governance (ESG)” on page 148-173 of this Annual
Report and environmental social governance related information on the Company’s website: https://esg.tsmc.com/en/index.html
7. Other important information to facilitate better understanding of the Company’s implementation of sustainable development:
Please refer to TSMC’s website for its sustainable development implementation status: https://esg.tsmc.com/en/index.html
172
173
8.1 Subsidiaries
8.1.1 TSMC Subsidiaries Chart
As of 12/31/2022
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.
Shareholding: 100%
TSMC Japan 3DIC R&D Center, Inc.
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: 68%
TSMC Arizona Corporation
Shareholding: 100%
Japan Advanced Semiconductor
Manufacturing, Inc.
Shareholding: 71%
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%
Emerging Fund L.P.
Shareholding: 99.9%
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 and Japan
Advanced Semiconductor Manufacturing, Inc. in Japan are currently scheduled to provide 12-inch wafer capacity by the end of
2024. TSMC’s subsidiaries in North America, Europe, Japan, China, South Korea and other regions are dedicated to providing timely
services and engineering support to customers worldwide and also support the Company’s core foundry business with related
services as well as investing in start-up companies in the semiconductor industry.
8.1.3 TSMC Subsidiaries
Unit: NT$ (USD, EUR, JPY, KRW, RMB, CAD) thousands
As of 12/31/2022
Company
Date of
Incorporation
Place of Registration
Capital Stock
Business Activities
TSMC North America
Jan. 18, 1988
San Jose, California, U.S.
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
Mar. 04, 1994
Amsterdam, The Netherlands
Sep. 10, 1997
Yokohama, Japan
May 02, 2006
Seoul, Korea
TSMC Design Technology Japan, Inc.
Jan. 10, 2020
Yokohama, Japan
TSMC Japan 3DIC R&D Center, Inc.
Mar. 29, 2021
Yokohama, Japan
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.
Japan Advanced Semiconductor Manufacturing,
Inc.
Dec. 10, 2021
Kumamoto, Japan
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
Emerging Fund, L.P.
May 30, 2007
Cayman Islands
Jan. 27, 2021
Cayman Islands
VisEra Technologies Company Ltd.
Dec. 01, 2003
Hsinchu, Taiwan
US$
EUR
JPY
KRW
JPY
JPY
RMB
RMB
US$
JPY
US$
US$
US$
US$
CAD
US$
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
400,000
Customer service and supporting activities
750,000
Engineering support activities
2,450,000
Engineering support 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
1.27
Manufacturing, sales, and testing of integrated circuits and
other semiconductor devices
71,444,000
Manufacturing, sales, testing, and computer-aided design
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
11,384,000
Investment activities
3,487
Investing in technology start-up companies
93,898
Investing in technology start-up companies
2,195
Investing in technology start-up companies
43,109
Investing in technology start-up companies
3,155,341
Research, design, development, manufacturing, sales,
packaging and test of color filter
176
177
8.1.4 Shareholders in Common of TSMC and Its Subsidiaries with Deemed Control and Subordination: None.
Company
Title
Name
Shareholding
Shares (Investment Amount)
% (Investment
Holding %)
As of 12/31/2022
Shareholding
Shares (Investment Amount)
% (Investment
Holding %)
Japan Advanced Semiconductor
Manufacturing, Inc.
Representative Director
Director
Director
Director
Director/President
Supervisor
8.1.5 Rosters of Directors, Supervisors, and Presidents of TSMC’s Subsidiaries
Unit: NT$ (USD), except shareholding
Company
Title
Name
TSMC North America
TSMC Europe B.V
TSMC Japan Limited
TSMC Korea Limited
TSMC Design Technology Japan, Inc.
TSMC Japan 3DIC R&D Center, Inc.
TSMC China Company Limited
TSMC Nanjing Company Limited
TSMC Arizona Corporation
Director
Director
President/CEO
Director
Director
President
Representative Director
Director
President
Representative Director
Director
Director
Representative Director
Director
Supervisor
Representative Director
Director
Supervisor
Chairman
Director
Director
Supervisor
President
Chairman
Director
Director
Director
Supervisor
Supervisor
President
Director
Director
Director
Director
President/CEO
Sylvia Fang
David Keller
David Keller
Wendell Huang
Paul de Bot
Maria Marced
Makoto Onodera
Sylvia Fang
Makoto Onodera
C.C. Pan
Ray Wan
Wendell Huang
Cliff Hou
Wendell Huang
Morris Cheng
Jun He
Diane Kao
Morris Cheng
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
Y.L. Wang
Sylvia Fang
Wendell Huang
Rick Cassidy (Note 1)
-
-
-
TSMC holds 11,000,000 shares
-
-
-
TSMC holds 200 shares
-
-
-
TSMC holds 6,000 shares
-
-
-
TSMC holds 80,000 shares
-
-
-
TSMC holds 15,000 shares
-
-
-
TSMC holds 49,000 shares
-
-
-
-
-
(TSMC invests US$596,000,000)
-
-
-
-
-
-
-
(TSMC invests US$1,000,000,000)
-
-
-
-
-
TSMC holds 1,270,001 shares (Note 2)
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
-
-
(100%)
-
-
-
-
-
-
-
(100%)
-
-
-
-
-
100%
(Continued)
TSMC Technology, Inc.
TSMC Development, Inc.
WaferTech, LLC
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
Emerging Fund, L.P.
VisEra Technologies Company Ltd.
Chairman
Director
President
Chairman
Director
President
Director
Director
President
Director
Director
President
Director
Director
Director
President
Director
Director
None
None
None
None
Chairman
Director
Director
Independent Director
Independent Director
Independent Director
President
Y.H. Liaw (Note 3)
Diane Kao
Simon Wang
Yuichi Horita
Yasuhiro Kono
Morris Cheng
Wendell Huang
Cliff Hou
Cliff Hou
Wendell Huang
Sylvia Fang
Wendell Huang
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
None
Robert Kuan
George Liu
Diane Kao
Laura Huang
Emma Chang
P.H. Chang
Robert Kuan
-
-
-
-
-
-
TSMC holds 1,019,814 shares
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
-
-
TSMC Development, Inc. holds 293,636,833 shares
-
-
-
TSMC holds 988,268,244 shares
-
-
-
-
TSMC Partners, Ltd. holds 2,300,000 shares
-
-
TSMC holds 11,384 shares
(TSMC invests US$3,417,545)
(TSMC invests US$92,020,263)
(VentureTech Alliance Fund III, L.P. invests
US$2,195,455)
-
-
-
-
-
-
71.37%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
-
100%
-
-
100%
(98.00%)
(98.00%)
(100%)
(TSMC invests US$43,065,702)
(99.90%)
164,500 shares
-
-
-
-
-
-
TSMC holds 213,619,000 shares
0.05%
-
-
-
-
-
-
67.70%
Note 1: Effective April 1, 2023, Mr. Rick Cassidy was appointed as Chairman of the Board of Directors, Mr. Y.L. Wang was appointed as CEO, and Mr. Brian Harrison was appointed as President of TSMC Arizona
Corporation.
Note 2: TSMC Arizona Corporation completed capital injection in January 2023 and February 2023. TSMC’s shareholding on TSMC Arizona Corporation increased to 3,500,000 shares post the capital injection.
Note 3: Effective April 1, 2023, Mr. Y.H. Liaw was appointed as CEO of Japan Advanced Semiconductor Manufacturing, Inc., in addition to his current position as Representative Director of the company.
178
179
8.1.6 Operational Highlights of TSMC Subsidiaries
Unit: NT$ thousands, except EPS (NT$)
Capital
Stock
Assets
Liabilities
Net Worth
Net
Revenues
Income
(Loss) from
Operation
Net Income
(Loss)
337,843
438,305,947
432,856,192
5,449,755
1,542,535,272
521,282
62,213
5.66
As of 12/31/2022
Basic Earning
(Loss) Per
Share
TSMC Japan 3DIC R&D Center, Inc.
571,095
2,393,877
1,221,171
1,172,706
9,760
45,946
1,864
44,082
3,284
69,930
174,825
897,884
274,426
716,049
370,191
139,866
339,873
527,693
134,560
376,176
575,274
274,733
504,091
789,529
12,732
39,499
10,845
31,978
57,712
1,183
(4,926)
(24,631.82)
6,559
20,303
27,950
1,408
1,093.15
1,353.56
859.24
17.59
0.03
36,292,060
0
36,292,060
2,706,125
2,706,070
2,620,596
262,059,641.20
30,352,683
63,774,282
1,625
63,772,657
3,144,407
3,138,758
3,135,764
3.17
0
7,532,316
963,073
6,569,243
10,308,132
2,866,991
2,299,054
TSMC China Company Limited
19,891,090
91,612,383
4,179,390
87,432,993
28,371,992
12,753,073
12,411,290
TSMC Nanjing Company Limited
29,381,558
123,716,509
56,215,073
67,501,436
42,299,786
20,393,288
20,486,591
VisEra Technologies Company Ltd.
3,155,341
25,600,121
8,709,960
16,890,161
9,077,148
2,068,659
1,765,796
7.83
NA
NA
5.80
TSMC Arizona Corporation
39
278,619,103
252,979,993
25,639,110
16,653,596
48,687,935
15,998,955
32,688,980
0
0
(7,668,981)
(9,430,070)
(12,015.96)
(675,194)
(593,429)
(531.39)
0.03
2,623,701
1,630,001
993,700
3,641,036
173,383
66,998
6,699,813.50
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
Japan Advanced Semiconductor
Manufacturing, Inc.
TSMC Technology, Inc.
349,636,792
642,448,848
230,456,422
411,992,426
11,540,783
7,308,722
7,308,722
642,017.05
8.3.4 Other Necessary Supplement: None.
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 2022 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 2022 and as of the Date of this Annual Report: None.
8.3.3 Any Events in 2022 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 Act of
Taiwan: None.
TSMC Design Technology Canada Inc.
55,176
400,293
79,234
321,059
282,621
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
Emerging Fund L.P.
107,105
2,883,896
67,429
66,513
227,958
166,549
1,324,000
1,762,648
0
0
0
0
66,513
227,958
166,549
3,714
0
416
1,762,648
2,426
25,693
1,056
(6,700)
(560)
(6,917)
31,997
319
(6,700)
(609)
(6,917)
13.91
NA
NA
NA
NA
180
181
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
Asia
TSMC China Company Limited
4000, Wen Xiang Road, Songjiang, Shanghai, China
Postcode: 201616
Tel: +86-21-57768000
TSMC Nanjing Company Limited
16, Zifeng Road, Pukou Economic Development Zone, Nanjing,
Jiangsu Province, China
Postcode: 211806
Tel: +86-25-57668000
TSMC Korea Limited
Rm 2104-2105 west, Hanshin Inter Valley 24 Building, 322,
Teheran-ro, Gangnam-gu, Seoul 06211, 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: +81-45-682-0670
Fab 15B
1, Xinke Rd., Central Taiwan Science Park, Taichung 428-015, Taiwan,
R.O.C.
Tel: +886-4-27026688 Fax: +886-4-24630372
Fab 18A
8, Beiyuan Rd. 2, Southern Taiwan Science Park, Tainan 745-093,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5050363
Fab 18B
8, Beiyuan Rd. 2, Southern Taiwan Science Park, Tainan 745-093,
Taiwan, R.O.C.
Tel: +886-6-5056688
Advanced Backend Fab 1
6, Creation Rd. 2, Hsinchu Science Park, Hsinchu 300-077, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5773628
Advanced Backend Fab 2
1, Sanbaozhu Rd., Southern Taiwan Science Park, Tainan 741-013,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886- 6-5057223
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
Advanced Backend Fab 6
No.1, Kezhuan 1st Rd., Zhunan Township, Miaoli County 350-012,
Taiwan, R.O.C.
Tel: +886-3-5636688
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
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 Japan 3DIC R&D Center, Inc.
2F, 7D Bldg., West, 16-1 Onogawa, Tsukuba, Ibaraki, 305-8569,
Japan
Tel: +81-29-893-2968
Japan Advanced Semiconductor Manufacturing, Inc.
6F, Shimotori NS Building 1-3-8 Shimotori, Chuo-ku, Kumamoto-shi,
Kumamoto 860-0807, Japan
Europe/North America
TSMC Europe B.V.
World Trade Center, Zuidplein 60, 1077 XV Amsterdam,
The Netherlands
Tel: +31-20-3059900
TSMC Design Technology Canada Inc.
1000 Innovation Drive, Suite 400, Kanata, ON K2K 3E7, Canada
Tel: +613-576-1990
TSMC North America
2851 Junction Avenue, San Jose, CA 95134, U.S.A.
Tel: +1-408-3828000 Fax: +1-408-3828008
TSMC Technology, Inc
TTI
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
5088 W. Innovation Circle, Phoenix, AZ 85083, 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 Public Relations Division
Tel: +886-3-5636688 Fax: +886-3-5637000
Email: press@tsmc.com
Auditors
Company: Deloitte & Touche
Auditors: Mei-Yen Chiang, Shang-Chih Lin
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”, “N12e”, “3Dblox” and “TSMC FinFlex” are some of
TSMC’s registered and/or pending trademarks used by the Company in various jurisdictions, including Taiwan. All rights reserved.
Copyright © 2022 by Taiwan Semiconductor Manufacturing Company, Ltd. All rights reserved.
Contents
Consolidated Financial Statements for the
Years Ended December 31, 2022 and 2021 and
Independent Auditors’ Report
Parent Company Only Financial Statements for the
Years Ended December 31, 2022 and 2021 and
Independent Auditors’ Report
1
111
2022-財報目錄-英.indd 1
2023/3/12 下午11:02
Taiwan Semiconductor Manufacturing
Company Limited and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2022 and 2021 and
Independent Auditors’ Report
- 1 -
- 2 -
- 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, 2022,
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 14, 2023
- 3 -
- 3 -
- 4 -
Key audit matter for the Company’s consolidated financial statements for the year ended December
31, 2022 is stated as follows:
Property, plant and equipment (PP&E) – commencement of depreciation related to PP&E classified
as equipment under installation and construction in progress (EUI/CIP)
Refer to Notes 4, 5 and 14 to the consolidated financial statements.
The Company’s evaluation of when to commence depreciation of 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.
Changes in these assumptions could have a significant impact on when depreciation is recognized.
Given the subjectivity in determining the date to commence depreciation of EUI/CIP, performing
audit procedures to evaluate the reasonableness of the Company’s judgments and assumptions
required a high degree of auditor judgment. Consequently, the validity of commencement of
depreciation related to PP&E classified as EUI/CIP is identified as a key audit matter.
Our audit procedures related to the evaluation of when to commence depreciation of EUI/CIP
included the following, among others:
1. We read the Company’s policy and understood the criteria used to determine when to commence
depreciation.
2. We tested the effectiveness of the controls over the evaluation of when to commence depreciation
of EUI/CIP.
3. We sampled the year-end balance of EUI/CIP and performed the following for each selection:
a. Evaluated whether the selection did not meet the criteria specified by the Company for
commencement of depreciation.
b. Observed the assets and evaluated their status.
4. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the
Company for commencement of depreciation during the year.
5. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the
Company for commencement of depreciation subsequent to year end.
Other Matter
We have also audited the parent company only financial statements of Taiwan Semiconductor
Manufacturing Company Limited as of and for the years ended December 31, 2022 and 2021 on
which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with the Regulations Governing the Preparation of Financial Reports by
Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial
Supervisory Commission of the Republic of China, and for such internal control as management
- 5 -
- 3 -
determines is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for
overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the
Republic of China will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditors’ report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
- 6 -
- 4 -
- 7 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Hedging financial assets (Note 10)
Notes and accounts receivable, net (Note 11)
Receivables from related parties (Note 34)
Other receivables from related parties (Note 34)
Inventories (Notes 5 and 12)
Other financial assets (Note 35)
Other current assets
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Investments accounted for using equity method (Note 13)
Property, plant and equipment (Notes 5 and 14)
Right-of-use assets (Notes 5 and 15)
Intangible assets (Notes 5 and 16)
Deferred income tax assets (Notes 5 and 26)
Refundable deposits
Other noncurrent assets
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 17 and 31)
Financial liabilities at fair value through profit or loss (Note 7)
Hedging financial liabilities (Note 10)
Accounts payable
Payables to related parties (Note 34)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors (Note 29)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 21)
Income tax payable (Notes 5 and 26)
Long-term liabilities - current portion (Notes 18, 19 and 31)
Accrued expenses and other current liabilities (Notes 5, 15, 22, 31 and 34)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 18 and 31)
Long-term bank loans (Notes 19 and 31)
Deferred income tax liabilities (Notes 5 and 26)
Lease liabilities (Notes 5, 15 and 31)
Net defined benefit liability (Note 20)
Guarantee deposits
Others (Note 22)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Notes 4 and 21)
Capital surplus (Notes 4, 21 and 28)
Retained earnings (Notes 4 and 21)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Notes 4, 21 and 28)
December 31, 2022
Amount
%
December 31, 2021
Amount
%
$ 1,342,814,083 27 $ 1,064,990,192 29
-
-
3
2
-
2
-
-
5
5
-
-
-
-
5
4
1
1
-
-
159,048
119,519,251
3,773,571
13,468
197,586,109
715,324
61,531
193,102,321
16,630,611
10,521,481
1,070,398
122,998,543
94,600,219
2,329
229,755,887
1,583,958
68,975
221,149,148
25,964,428
12,888,776
2,052,896,744 41 1,607,072,907 43
6,159,200
35,127,215
27,641,505
5,887,892
1,533,391
21,963,418
-
-
-
1
1
1
2,693,836,970 54 1,975,118,704 53
1
1
1
1
1
1
-
-
-
-
32,734,537
26,821,697
49,153,886
2,624,854
2,592,169
41,914,136
25,999,155
69,185,842
4,467,022
7,551,089
2,911,882,134 59 2,118,430,548 57
$ 4,964,778,878 100 $ 3,725,503,455 100
$
-
116,215
813
54,879,708
1,642,637
36,435,509
61,748,574
213,499,613
142,617,093
120,801,814
19,313,889
293,170,952
- $ 114,921,333
681,914
-
9,642
-
47,285,603
1
1,437,186
-
23,802,100
1
36,524,741
1
145,742,148
4
142,617,093
3
59,647,152
3
4,566,667
-
162,267,779
6
3
-
-
1
-
1
1
4
4
2
-
4
944,226,817 19
739,503,358 20
834,336,439 17
-
-
-
-
-
4
4,760,047
1,031,383
29,764,097
9,321,091
892,021
179,958,116
610,070,652 16
-
-
1
-
-
5
3,309,131
1,873,877
20,764,214
11,036,879
686,762
167,525,377
1,060,063,194 21
815,266,892 22
2,004,290,011 40 1,554,770,250 42
259,303,805
69,330,328
5
1
259,303,805
64,761,602
7
2
311,146,899
3,154,310
8
6
2
-
2,323,223,479 47 1,536,378,550 41
2,637,524,688 53 1,906,829,661 51
(2)
-
311,146,899
59,304,212
(20,505,626)
(62,608,515)
Equity attributable to shareholders of the parent
2,945,653,195 59 2,168,286,553 58
NON - CONTROLLING INTERESTS
Total equity
TOTAL
14,835,672
1
2,446,652
-
2,960,488,867 60 2,170,733,205 58
$ 4,964,778,878 100 $ 3,725,503,455 100
The accompanying notes are an integral part of the consolidated financial statements.
- 8 -
- 8 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2022
2021
Amount
%
Amount
%
NET REVENUE (Notes 5, 22, 34 and 39)
$ 2,263,891,292
100
$ 1,587,415,037
100
COST OF REVENUE (Notes 5, 12, 29 and 34)
915,536,486
40
767,877,771
48
GROSS PROFIT
1,348,354,806
60
819,537,266
52
OPERATING EXPENSES (Notes 5, 29 and 34)
Research and development
General and administrative
Marketing
163,262,208
53,524,898
9,920,446
7
2
1
124,734,755
36,929,588
7,558,591
8
2
1
Total operating expenses
226,707,552
10
169,222,934
11
OTHER OPERATING INCOME AND EXPENSES, NET
(Notes 14 and 29)
(368,403)
-
(333,435)
-
INCOME FROM OPERATIONS (Note 39)
1,121,278,851
50
649,980,897
41
NON-OPERATING INCOME AND EXPENSES
Share of profits of associates
Interest income (Note 23)
Other income
Foreign exchange gain, net (Note 37)
Finance costs (Note 24)
Other gains and losses, net (Note 25)
7,798,359
22,422,209
947,697
4,505,784
(11,749,984)
(1,012,198)
Total non-operating income and expenses
22,911,867
-
1
-
-
-
-
1
5,603,084
5,708,765
973,141
13,662,655
(5,414,218)
(7,388,010)
13,145,417
-
-
-
1
-
-
1
INCOME BEFORE INCOME TAX
1,144,190,718
51
663,126,314
42
INCOME TAX EXPENSE (Notes 5 and 26)
127,290,203
6
66,053,180
4
NET INCOME
1,016,900,515
45
597,073,134
38
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 5,
20, 21 and 26)
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
Loss on hedging instruments
Share of other comprehensive income (loss) of
associates
Income tax benefit (expense) related to items that will
not be reclassified subsequently
- 9 -
- 9 -
(823,060)
-
242,079
(263,749)
-
154,457
733,956
(198,396)
-
-
-
-
-
1,900,797
(41,416)
(30,194)
(85,269)
1,985,997
-
-
-
-
-
-
(Continued)
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2022
2021
Amount
%
Amount
%
Items that may be reclassified subsequently to profit or
loss:
Exchange differences arising on translation of foreign
operations
$
50,845,614
2
$
(6,181,830)
(1)
Unrealized loss on investments in debt instruments at
fair value through other comprehensive income
Gain on hedging instruments
Share of other comprehensive income (loss) of
associates
Income tax benefit (expense) related to items that may
be reclassified subsequently
(10,102,658)
1,329,231
550,338
6,036
42,628,561
Other comprehensive income (loss), net of income tax
42,430,165
-
-
-
-
2
2
(3,431,791)
131,535
(119,997)
(3,370)
-
-
-
-
(9,605,453)
(1)
(7,619,456)
(1)
TOTAL COMPREHENSIVE INCOME
$ 1,059,330,680
47
$ 589,453,678
37
NET INCOME ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
TO:
Shareholders of the parent
Non-controlling interests
$ 1,016,530,249
370,266
45
-
$ 596,540,013
533,121
38
-
$ 1,016,900,515
45
$ 597,073,134
38
$ 1,059,124,890
205,790
47
-
$ 588,918,059
535,619
37
-
$ 1,059,330,680
47
$ 589,453,678
37
EARNINGS PER SHARE (NT$, Note 27)
Basic earnings per share
Diluted earnings per share
$
$
39.20
39.20
$
$
23.01
23.01
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 10 -
- 10 -
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T
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit losses recognized (reversal) 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 or retirement of intangible assets, net
Impairment loss on property, plant and equipment
Loss (gain) on disposal of investments in debt instruments at fair value
through other comprehensive income, net
Loss (gain) on foreign exchange, net
Dividend income
Others
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
Other noncurrent liabilities
Net defined benefit liability
Cash generated from operations
Income taxes paid
2022
2021
$ 1,144,190,718
$ 663,126,314
428,498,179
8,756,094
414,187,700
8,207,169
52,351
11,749,984
(7,798,359)
(22,422,209)
302,348
(98,856)
6,004
790,740
(2,735)
5,414,218
(5,603,084)
(5,708,765)
7,788
273,627
1,228
274,388
410,076
10,342,706
(266,767)
138,827
(93,229)
(16,115,936)
(362,310)
(414,219)
(1,354,359)
(32,169,853)
(868,634)
(7,444)
(28,046,827)
(1,680,611)
(4,450,883)
7,594,105
205,451
12,633,409
25,223,833
46,578,784
101,390,476
2,649,244
(52,105,823)
(157,193)
(10,886)
(55,748,914)
(8,236,897)
(3,899,043)
8,298,319
(670,532)
3,730,859
843,695
84,322,721
154,085,985
(635,116)
1,195,658,573
(83,497,851)
(86,561,247)
(2,538,848)
1,697,160,435
Net cash generated by operating activities
1,610,599,188
1,112,160,722
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 assets at fair value through other comprehensive income
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
(125,540)
(54,566,725)
(183,125,920)
(1,082,672,130)
(6,954,326)
-
(255,888,679)
(3,799,737)
(839,195,708)
(9,040,751)
44,963,367
62,329,674
983,358
12,636
254,604,537
9,368,275
390,364
-
(Continued)
- 12 -
- 12 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2022
2021
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 - others
Other dividends received
Dividends received from investments accounted for using equity method
Increase in prepayments for leases
Refundable deposits paid
Refundable deposits refunded
$
$
2,938
1,684,430
18,083,755
7,046,136
5,296
266,767
2,749,667
-
(2,117,041)
505,423
115,627
276,261
5,990,948
821,312
6,605
362,310
2,136,426
(1,200,000)
(1,997,337)
683,684
Net cash used in investing activities
(1,190,928,235)
(836,365,863)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
Proceeds from issuance of bonds
Repayment of bonds
Proceeds from long-term bank loans
Repayment of long-term bank loans
Payments for transaction costs attributable to the issuance of bonds
Treasury stock acquired
Repayment of the principal portion of lease liabilities
Interest paid
Guarantee deposits received
Guarantee deposits refunded
Cash dividends
Disposal of ownership interests in subsidiaries (without losing control)
Donation from shareholders
Increase (decrease) in non-controlling interests
(111,959,992)
198,293,561
(4,400,000)
2,670,000
(166,667)
(414,307)
(871,566)
(2,428,277)
(12,218,659)
271,387
(62,100)
(285,234,185)
-
13,225
16,263,548
35,668,397
364,592,792
(2,600,000)
1,510,000
-
(737,724)
-
(1,985,338)
(3,833,633)
469,041
(36,763)
(265,786,399)
9,451,798
11,282
(115,015)
Net cash generated by (used in) financing activities
(200,244,032)
136,608,438
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
58,396,970
(7,583,752)
NET INCREASE IN CASH AND CASH EQUIVALENTS
277,823,891
404,819,545
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
1,064,990,192
660,170,647
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 1,342,814,083
$ 1,064,990,192
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 13 -
- 13 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(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, sales, 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 14, 2023.
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 accounting policies of TSMC and its subsidiaries (collectively as the
“Company”).
b. The IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC with
effective date starting 2023
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
January 1, 2023
January 1, 2023
January 1, 2023
- 14 -
- 14 -
c. The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current” and “Non-current Liabilities with Covenants”
January 1, 2024
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 from the
initial adoption of the aforementioned standards or interpretations and related applicable period. The
related impact will be disclosed when the Company completes its evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the convenience of readers, the accompanying consolidated financial statements have been translated into
English from the original Chinese version prepared and used in the R.O.C. If there is any conflict between
the English version and the original Chinese version or any difference in the interpretation of the two versions,
the Chinese-language consolidated financial statements shall prevail.
Statement of Compliance
The accompanying consolidated financial statements have been prepared in conformity with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC
with the effective dates (collectively, “Taiwan-IFRSs”).
Basis of Preparation
The accompanying consolidated financial statements have been prepared on the historical cost basis except
for financial instruments that are measured at fair values, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
Basis of Consolidation
The basis for the consolidated financial statements
The consolidated financial statements incorporate the financial statements of TSMC and entities controlled
by TSMC (its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of
comprehensive income from the effective date of acquisition and up to the effective date of disposal, as
appropriate. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and to
the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control
over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s
interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the
subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the
- 15 -
- 15 -
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,
2022
December 31,
2021
Note
TSMC
TSMC North America
Sales and marketing of integrated
San Jose, California,
100%
100%
circuits and other semiconductor
devices
U.S.A.
TSMC Europe B.V. (TSMC
Customer service and supporting
Europe)
activities
TSMC Japan Limited (TSMC
Customer service and supporting
Japan)
activities
Amsterdam, the
Netherlands
Yokohama, Japan
TSMC Design Technology
Japan, Inc. (TSMC JDC)
Engineering support activities
Yokohama, Japan
TSMC Japan 3DIC R&D
Engineering support activities
Yokohama, Japan
Center, Inc. (TSMC 3DIC)
TSMC Korea Limited (TSMC
Customer service and supporting
Seoul, Korea
Korea)
activities
TSMC Partners, Ltd. (TSMC
Investing in companies involved in the
Tortola, British Virgin
Partners)
semiconductor design and
manufacturing, and other investment
activities
Islands
TSMC Global, Ltd. (TSMC
Investment activities
Global)
TSMC China Company
Manufacturing, sales, testing and
Tortola, British Virgin
Islands
Shanghai, China
Limited (TSMC China)
computer-aided design of integrated
circuits and other semiconductor
devices
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
TSMC Nanjing Company
Manufacturing, sales, testing and
Nanjing, China
100%
100%
Limited (TSMC Nanjing)
computer-aided design of integrated
circuits and other semiconductor
devices
VisEra Technologies Company
Research, design, development,
Hsin-Chu, Taiwan
68%
73%
Ltd. (VisEra Tech)
manufacturing, sales, packaging and
test of color filter
TSMC Arizona Corporation
(TSMC Arizona)
Manufacturing, sales and testing of
integrated circuits and other
semiconductor devices
Phoenix, Arizona,
100%
100%
U.S.A.
-
a)
a)
a)
a)
a)
a)
-
-
-
b)
c)
Japan Advanced
Semiconductor
Manufacturing, Inc. (JASM)
Manufacturing, sales, testing and
Kumamoto, Japan
71%
100%
a), d)
computer aided design of integrated
circuits and other semiconductor
devices
VentureTech Alliance Fund II,
Investing in technology start-up
Cayman Islands
L.P. (VTAF II)
companies
VentureTech Alliance Fund III,
Investing in technology start-up
Cayman Islands
98%
98%
98%
98%
L.P. (VTAF III)
companies
Emerging Fund L.P. (Emerging
Investing in technology start-up
Cayman Islands
99.9%
99.9%
Fund)
companies
a)
a)
a)
(Continued)
- 16 -
- 16 -
Name of Investor
Name of Investee
Main Businesses and Products
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2022
December 31,
2021
TSMC Partners
TSMC Development
TSMC Development, Inc.
(TSMC Development)
TSMC Technology, Inc.
(TSMC Technology)
TSMC Design Technology
Canada Inc. (TSMC Canada)
WaferTech, LLC (WaferTech)
Investing in companies involved in
semiconductor manufacturing
Delaware, U.S.A.
Engineering support activities
Delaware, U.S.A.
Engineering support activities
Ontario, Canada
Manufacturing, sales and testing of
integrated circuits and other
semiconductor devices
Washington, U.S.A.
100%
100%
100%
100%
100%
100%
100%
100%
VTAF III
Growth Fund Limited (Growth
Investing in technology start-up
Cayman Islands
100%
100%
Fund)
companies
Note
-
a)
a)
-
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: VisEra has increased its capital in June 2022. After the increase in capital, TSMC’s shareholding in VisEra decreased from 73% to 68%. This transaction was accounted for as an equity
transaction since the transaction did not change TSMC’s control over VisEra.
Note c: Under the terms of the development agreement entered into between TSMC Arizona and the City of Phoenix, the City of Phoenix commits approximately US$205 million toward various
public infrastructure projects in the area of the proposed manufacturing facility, conditioned on TSMC Arizona’s achieving a minimum project scale with defined spending and
job-creation thresholds.
Note d:
JASM is established in December 2021 and has increased its capital in January 2022. After the increase in capital, TSMC’s shareholding in JASM decreased from 100% to 81%. In
addition, JASM increased its capital by issuing noncumulative preferred shares and common shares in April 2022, TSMC’s shareholding in JASM decreased from 81% to 71% and the
proportion of voting right remain 81%. The aforementioned transactions were accounted for as an equity transaction since the transaction did not change TSMC’s control over JASM.
Foreign Currencies
The financial statements of each individual consolidated entity were expressed in the currency which reflected
its primary economic environment (functional currency). The functional currency of TSMC and presentation
currency of the consolidated financial statements are both New Taiwan Dollars (NT$). 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.
- 17 -
- 17 -
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, commercial paper, debt instrument investments, notes and accounts
receivable (including related parties), other receivables, refundable deposits and temporary payments
(including those classified under other current assets and other noncurrent assets) 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
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been recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net
of direct issue costs.
Financial liabilities
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
FVTPL.
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either
held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at FVTPL are subsequently
measured at amortized cost at the end of each reporting period.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial liability
derecognized and the consideration paid and payable is recognized in profit or loss.
Derivative Financial Instruments
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative financial instrument is
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 instruments 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 contracts, to partially hedge its
foreign exchange rate risks or interest rate risks associated with certain highly probable forecast
transactions (capital expenditures or issuance of debts). The effective portion of changes in the fair value
of hedging instruments is recognized in other comprehensive income. When forecast transactions actually
take place, the accumulated gains or losses that were recognized in other comprehensive income are
transferred from equity to the initial cost of the hedged items, or reclassified to finance costs of hedged
items in the same period or periods during which the hedged expected future cash flows affect profit or
loss. 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
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income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required
if the associate had directly disposed of the related assets or liabilities.
When a consolidated entity transacts with an associate, profits and losses resulting from the transactions with
the associate are recognized in the Company’s consolidated financial statements only to the extent of interests
in the associate that are not owned by the Company.
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, acquisition
of the item of property, plant and equipment or borrowing costs eligible for capitalization.
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.
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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.
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.
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
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the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can
be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are
allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation
basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment
loss is recognized immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit
is increased to the revised estimate of its recoverable amount, but the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for
the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately
in profit or loss.
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.
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
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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.
Treasury Stock
Treasury stock represents the outstanding shares that the Company buys back from market, which is stated at
cost and shown as a deduction in shareholders’ equity. When the Company retires treasury stock, the treasury
stock account is reduced and the common stock as well as the capital surplus - additional paid-in capital are
reversed on a pro rata basis. When the book value of the treasury stock exceeds the sum of the par value
and additional paid-in capital, the difference is charged to capital surplus - treasury stock transactions and to
retained earnings for any remaining amount.
Share-based payment arrangements
a. Equity-settled share-based payment arrangements
Restricted shares for employees are expensed on a straight-line basis over the vesting period, based on
the fair value at the grant date and the Company’s best estimate of the number expected to ultimately
vest, with a corresponding increase in other equity - unearned employee benefits.
When restricted shares for employees are issued, other equity - unearned employee benefits is recognized
on the grant date, with a corresponding increase in capital surplus - restricted shares for employees.
Dividends paid to employees on restricted shares which do not need to be returned if employees resign
in the vesting period are recognized as expenses upon the dividend declaration with a corresponding
adjustment in retained earnings.
At the end of each reporting period, the Company revises its estimate of the number of restricted shares
for employees that are expected to vest. The impact from such revision is recognized in profit or loss so
that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital
surplus - restricted shares for employees.
b. Cash-settled share-based payment arrangements
For cash-settled share-based payments, a liability is recognized for the services acquired, measured at
the fair value of the liability incurred. At the end of each reporting period until the liability is settled,
and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value
recognized in profit or loss.
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.
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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.
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.
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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.
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
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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
Commercial paper
Government bonds
Repurchase agreements
Corporate bonds
December 31,
2022
December 31,
2021
$ 1,329,291,394 $ 1,058,808,104
-
906,743
5,275,345
-
9,566,430
2,451,570
1,133,310
371,379
$ 1,342,814,083 $ 1,064,990,192
Deposits in banks consisted of highly liquid time deposits that were readily convertible to known amounts of
cash and were subject to an insignificant risk of changes in value.
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets
Mandatorily measured at FVTPL
Forward exchange contracts
Convertible bonds
Financial liabilities
Held for trading
Forward exchange contracts
December 31,
2022
December 31,
2021
$
947,546
122,852
$ 1,070,398
$
$
159,048
-
159,048
$
116,215
$
681,914
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.
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Outstanding forward exchange contracts consisted of the following:
December 31, 2022
Sell NT$
Sell US$
Sell RMB
December 31, 2021
Sell NT$
Sell US$
Maturity Date
Contract Amount
(In Thousands)
January 2023 to March 2023
January 2023 to March 2023
January 2023 to March 2023
NT$ 79,610,590
US$
752,486
RMB 1,448,371
January 2022 to March 2022
January 2022 to March 2022
NT$ 132,734,482
US$ 2,009,148
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Investments in debt instruments at FVTOCI
Corporate bonds
Agency bonds/Agency mortgage-backed securities
Government bonds
Asset-backed securities
Investments in equity instruments at FVTOCI
Non-publicly traded equity investments
Publicly traded stocks
Current
Noncurrent
December 31,
2022
December 31,
2021
$ 66,116,166
28,399,890
18,929,924
9,274,697
122,720,677
$ 57,253,161
32,070,114
21,345,794
8,660,424
119,329,493
6,159,200
277,866
6,437,066
5,887,892
189,758
6,077,650
$ 129,157,743
$ 125,407,143
$ 122,998,543
6,159,200
$ 119,519,251
5,887,892
$ 129,157,743
$ 125,407,143
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 of the dividends are mainly from investments held at the end of the reporting
period.
For the years ended December 31, 2022 and 2021, as non-publicly traded investees were acquired and the
Company adjusted its investment portfolio, equity investments designated at FVTOCI were divested for
NT$561,600 thousand and NT$628,711 thousand, respectively. The related other equity-unrealized gain/loss
on financial assets at FVTOCI of NT$303,242 thousand and NT$185,993 thousand were transferred to
increase retained earnings, respectively.
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- 29 -
As of December 31, 2022 and 2021, the cumulative loss allowance for expected credit loss of NT$37,783
thousand and NT$33,209 thousand was recognized under investments in debt instruments at FVTOCI,
respectively. Refer to Note 33 for information relating to the credit risk management and expected credit loss.
9. FINANCIAL ASSETS AT AMORTIZED COST
Corporate bonds
Commercial paper
Less: Allowance for impairment loss
Current
Noncurrent
December 31,
2022
December 31,
2021
$ 81,041,056
48,742,817
$
(56,439)
5,310,039
-
(3,077)
$ 129,727,434
$
5,306,962
$ 94,600,219
35,127,215
$
3,773,571
1,533,391
$ 129,727,434
$
5,306,962
Refer to Note 33 for information relating to credit risk management and expected credit loss for financial
assets at amortized cost.
10. HEDGING FINANCIAL INSTRUMENTS
Financial assets- current
Fair value hedges
Interest rate futures contracts
Cash flow hedges
Forward interest rate contracts
Financial liabilities- current
Fair value hedges
Interest rate futures contracts
Fair value hedge
December 31,
2022
December 31,
2021
$ 2,329
$
-
-
13,468
$ 2,329
$ 13,468
$
813
$ 9,642
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 value of the interest rate futures contracts and the value of the
hedged financial assets 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, net.
- 30 -
- 30 -
The following tables summarize the information relating to the hedges of interest rate risks.
December 31, 2022
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
Interest rate futures contracts - US Treasury
US$
74,300
March 2023
futures
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$
4,008,179
$
(1,516)
December 31, 2021
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
Interest rate futures contracts - US Treasury
US$
53,900
March 2022
futures
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$
4,079,274
$
9,642
The effect for the years ended December 31, 2022 and 2021 is detailed below:
Hedging Instruments/Hedged Items
Change in Value Used for
Calculating Hedge Ineffectiveness
Years Ended December 31
2022
2021
Hedging Instruments
Interest rate futures contracts - US Treasury futures
$ 283,995
$ 148,817
Hedged Items
Financial assets at FVTOCI
Cash flow hedge
(283,995)
(148,817)
$
-
$
-
The Company entered into forward contracts to partially hedge foreign exchange rate risks or interest rate
risks associated with certain highly probable forecast transactions (capital expenditures or issuance of debts).
The hedge ratio is adjusted in response to the changes in the financial market and capped at 100%. The
forward contracts have maturities of 12 months or less.
On the basis of economic relationships, the Company expects that the value of forward contracts and the
value of hedged transactions will change in opposite directions in response to movements in foreign exchange
rates or interest rates.
- 31 -
- 31 -
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 contracts. No other sources of ineffectiveness
emerged from these hedging relationships during the hedging period. For the years ended December 31, 2022
and 2021, refer to Note 21(d) for gain or loss arising from changes in the fair value of hedging instruments,
the amount transferred to initial carrying amount of hedged items and the amount reclassified to finance costs
of hedged items.
The following tables summarize the information relating to the hedges of interest rate risks.
December 31, 2021
Hedging Instruments
Contract Amount
(In Thousands)
Maturity
Balance in
Other Equity
(Continuing
Hedges)
Forward interest rate contracts
US$ 328,000
January 2022
$ 128,165
The effect for the years ended December 31, 2022 and 2021 is detailed below:
Hedging Instruments/Hedged Items
Change in Value Used for
Calculating Hedge
Ineffectiveness
Years Ended December 31
2022
2021
Hedging Instruments
Forward exchange contracts (capital expenditures)
Forward interest rate contracts (issuance of debts)
-
$
$ 1,379,119
$
$
(41,416)
132,508
Hedged Items
Forecast transaction (capital expenditures)
Forecast transaction (issuance of debts)
-
$
$ (1,379,119)
$
$
41,416
(132,508)
11. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2022
December 31,
2021
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 222,761,927
(331,646)
222,430,281
7,325,606
$ 193,733,220
(347,020)
193,386,200
4,199,909
$ 229,755,887
$ 197,586,109
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
- 32 -
- 32 -
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 over 31 days
Less: Loss allowance
December 31,
2022
December 31,
2021
$ 205,053,142
$ 191,740,045
24,516,277
518,114
(331,646)
6,186,814
6,270
(347,020)
$ 229,755,887
$ 197,586,109
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
2022
2021
$ 347,020
(15,449)
75
$ 246,626
100,408
(14)
$ 331,646
$ 347,020
For the years ended December 31, 2022 and 2021, 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,
2022
December 31,
2021
$ 54,818,402
125,661,912
20,389,115
20,279,719
$ 32,562,750
137,700,402
11,111,122
11,728,047
$ 221,149,148
$ 193,102,321
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 during reporting period. The amounts
are illustrated below:
Inventory losses
Years Ended December 31
2022
2021
$ 4,689,112
$
533,034
- 33 -
- 33 -
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,
2022
December 31,
2021
December 31,
2022
December 31,
2021
Vanguard International
Manufacturing, sales, packaging,
Hsinchu, Taiwan
$ 13,492,653
$ 10,613,127
28%
28%
Semiconductor Corporation
(VIS)
Systems on Silicon
Manufacturing Company Pte
Ltd. (SSMC)
Xintec Inc. (Xintec)
Global Unichip Corporation
(GUC)
Mutual-Pak Technology Co., Ltd.
(Mutual-Pak)
testing and computer-aided design of
integrated circuits and other
semiconductor devices and the
manufacturing and design service of
masks
Manufacturing and sales of integrated
circuits and other semiconductor
devices
Wafer level chip size packaging and
wafer level post passivation
interconnection service
Researching, developing,
manufacturing, testing and marketing
of integrated circuits
Manufacturing of electronic parts,
wholesaling and retailing of
electronic materials, and researching,
developing and testing of RFID
Singapore
8,934,731
6,795,699
Taoyuan, Taiwan
3,528,417
3,046,961
Hsinchu, Taiwan
1,666,651
1,484,683
New Taipei, Taiwan
19,053
22,948
39%
41%
35%
28%
39%
41%
35%
28%
$ 27,641,505
$ 21,963,418
As of December 31, 2022 and 2021, 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 associates’ ownership held by the Company in publicly traded stocks calculated by
the closing price at the end of the reporting period are summarized as follows. The closing price represents
the quoted price in active markets, the level 1 fair value measurement.
Name of Associate
VIS
GUC
Xintec
14. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
December 31,
2022
December 31,
2021
$ 35,977,321
$ 29,926,918
$ 10,716,449
$ 73,347,312
$ 27,359,085
$ 15,913,315
December 31,
2022
December 31,
2021
$ 2,693,815,688 $ 1,975,113,974
4,730
21,282
$ 2,693,836,970 $ 1,975,118,704
- 34 -
- 34 -
Assets used by the Company
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2022
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
Effect of exchange rate changes
$
6,488,230
816,366
-
$ 576,597,777
59,443,801
(236,765 )
$ 3,984,749,236
330,782,690
(25,846,536 )
$
76,154,170
10,325,337
(1,709,151 )
$ 593,155,733
738,523,914
-
$ 5,237,145,146
1,139,892,108
(27,792,452 )
-
357,221
-
1,242,136
(65,779 )
6,322,919
-
257,684
-
5,162,961
(65,779 )
13,342,921
Balance at December 31, 2022
$
7,661,817
$ 637,046,949
$ 4,295,942,530
$
85,028,040
$ 1,336,842,608
$ 6,362,521,944
Accumulated depreciation
and impairment
Balance at January 1, 2022
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
Impairment
Effect of exchange rate changes
$
499,826
1,402
-
-
-
54,933
$ 306,165,242
35,982,373
(225,637 )
$ 2,903,539,441
380,216,160
(24,706,719 )
$
$
51,826,663
9,216,278
(1,708,639 )
-
-
-
$ 3,262,031,172
425,416,213
(26,640,995 )
-
-
1,016,381
(40,266 )
-
5,872,264
-
-
205,814
-
790,740
-
(40,266 )
790,740
7,149,392
Balance at December 31, 2022
$
556,161
$ 342,938,359
$ 3,264,880,880
$
59,540,116
$
790,740
$ 3,668,706,256
Carrying amounts at December 31,
2022
Cost
Balance at January 1, 2021
Additions
Disposals or retirements
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
$
7,105,656
$ 294,108,590
$ 1,031,061,650
$
25,487,924
$ 1,336,051,868
$ 2,693,815,688
$
3,942,625
2,587,183
-
$ 522,447,474
53,971,271
(41,143 )
$ 3,607,005,732
401,659,011
(26,192,191 )
$
68,862,648
7,642,962
(333,385 )
$ 223,965,360
369,545,869
-
$ 4,426,223,839
835,406,296
(26,566,719 )
Effect of exchange rate changes
(41,578 )
-
-
35,478
1,443,590
-
184,697
(244,579 )
1,077,673
-
-
-
-
(18,055 )
(355,496 )
1,479,068
(244,579 )
847,241
Balance at December 31, 2021
$
6,488,230
$ 576,597,777
$ 3,984,749,236
$
76,154,170
$ 593,155,733
$ 5,237,145,146
Accumulated depreciation
and impairment
Balance at January 1, 2021
Additions
Disposals or retirements
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
Impairment
Effect of exchange rate changes
$
506,129
1,329
-
$ 271,799,471
34,331,645
(36,527 )
$ 2,555,529,969
368,777,680
(22,230,098 )
$
$
43,802,332
8,373,282
(332,557 )
-
-
-
(7,632 )
15,066
-
-
55,587
436,816
(68,279 )
274,388
818,965
-
-
-
(16,394 )
Balance at December 31, 2021
$
499,826
$ 306,165,242
$ 2,903,539,441
$
51,826,663
$
-
-
-
-
-
-
-
-
$ 2,871,637,901
411,483,936
(22,599,182 )
451,882
(68,279 )
274,388
850,526
$ 3,262,031,172
Carrying amounts at December 31,
2021
$
5,988,404
$ 270,432,535
$ 1,081,209,795
$
24,327,507
$ 593,155,733
$ 1,975,113,974
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 2022 and 2021, the Company recognized an impairment loss of NT$790,740 thousand
and NT$274,388 thousand for certain machinery and equipment that were assessed to have no future use, and
the recoverable amount of the aforementioned assets were nil. Such impairment loss was recognized in
other operating income and expenses.
Information about capitalized interest is set out in Note 24.
- 35 -
- 35 -
15. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery and equipment
Office equipment
December 31,
2022
December 31,
2021
$ 38,525,856
3,356,700
2,965
28,615
$ 29,778,636
2,918,133
3,474
34,294
$ 41,914,136
$ 32,734,537
Years Ended December 31
2022
2021
Additions to right-of-use assets
$ 12,610,664
$ 7,769,782
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
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
- 36 -
- 36 -
$ 2,119,828
928,726
863
23,588
$ 1,825,712
707,856
539
22,091
$ 3,073,005
$ 2,556,198
December 31,
2022
December 31,
2021
$ 2,603,504
29,764,097
$ 2,176,451
20,764,214
$ 32,367,601
$ 22,940,665
December 31,
2022
December 31,
2021
0.39%-2.30%
0.39%-5.63%
0.71%
0.28%-4.71%
0.39%-2.14%
0.39%-3.88%
0.71%
0.28%-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.
d. Other lease information
Expenses relating to short-term leases
$ 4,731,087
$ 5,250,279
Total cash outflow for leases
$ 7,618,290
$ 7,510,762
Years Ended December 31
2022
2021
16. INTANGIBLE ASSETS
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2022
Additions
Disposals or retirements
Effect of exchange rate changes
$
5,379,164
-
-
412,657
$ 23,533,959
2,253,095
$ 43,650,957
5,078,967
$ 11,497,309
203,030
-
1,553
$ 84,061,389
7,535,092
(96,252 )
428,297
(66,261 )
12,131
(29,991 )
1,956
Balance at December 31, 2022
$
5,791,821
$ 25,759,019
$ 48,675,794
$ 11,701,892
$ 91,928,526
Accumulated amortization and
impairment
Balance at January 1, 2022
Additions
Disposals or retirements
Effect of exchange rate changes
$
-
-
-
-
$ 14,912,293
2,793,539
$ 34,121,578
4,774,522
$
(11,351 )
(66,261 )
1,956
8,555
8,205,821
1,188,033
-
686
$ 57,239,692
8,756,094
(77,612 )
11,197
Balance at December 31, 2022
$
-
$ 17,696,437
$ 38,838,394
$
9,394,540
$ 65,929,371
Carrying amounts at December 31, 2022
$
5,791,821
$
8,062,582
$
9,837,400
$
2,307,352
$ 25,999,155
Cost
Balance at January 1, 2021
Additions
Disposals or retirements
Effect of exchange rate changes
$
5,436,602
-
-
(57,438 )
$ 22,161,712
1,372,806
-
(559 )
$ 36,238,967
7,726,168
(318,736 )
4,558
$ 11,277,701
219,504
-
104
$ 75,114,982
9,318,478
(318,736 )
(53,335 )
Balance at December 31, 2021
$
5,379,164
$ 23,533,959
$ 43,650,957
$ 11,497,309
$ 84,061,389
Accumulated amortization and
impairment
Balance at January 1, 2021
Additions
Disposals or retirements
Effect of exchange rate changes
$
-
-
-
-
$ 12,226,066
2,686,786
-
(559 )
$ 30,111,759
4,323,860
(317,508 )
$
3,467
7,008,978
1,196,523
-
320
$ 49,346,803
8,207,169
(317,508 )
3,228
Balance at December 31, 2021
$
-
$ 14,912,293
$ 34,121,578
$
8,205,821
$ 57,239,692
Carrying amounts at December 31, 2021
$
5,379,164
$
8,621,666
$
9,529,379
$
3,291,488
$ 26,821,697
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
- 37 -
- 37 -
annual discount rates of 8.7% and 8.0% in its test of impairment as of December 31, 2022 and 2021,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2022 and 2021, the Company did not recognize any impairment loss on
goodwill.
17. SHORT-TERM LOANS
Unsecured loans
Amount
Loan content
EUR (in thousands)
Annual interest rate
Maturity date
18. BONDS PAYABLE
Domestic unsecured bonds
Overseas unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2021
$ 114,921,333
$
3,652,935
(0.73)%-0%
Due by June 2022
December 31,
2022
December 31,
2021
$ 379,526,000
476,051,500
(3,141,061)
(18,100,000)
$ 312,448,000
304,414,000
(2,391,348)
(4,400,000)
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
$ 834,336,439
$ 610,070,652
NT$ unsecured
bonds
101-3
101-4
102-1
102-2
-
C
C
B
October 2012 to
October 2022
January 2013 to
January 2023
February 2013 to
February 2023
July 2013 to July
2023
$ 4,400,000
1.53%
Bullet repayment; interest
3,000,000
1.49%
payable annually
The same as above
3,600,000
1.50%
The same as above
3,500,000
1.70%
The same as above
(Continued)
- 38 -
- 38 -
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
109-6
(Green bond)
E
F
A
B
C
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
3,000,000
0.58%
payable annually
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
July 2020 to July
6,300,000
0.65%
2027
Two equal installments in
last two years; interest
payable annually
The same as above
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
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
(Continued)
- 39 -
- 39 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
109-7
110-1
110-2
110-3
110-4
110-6
110-7
111-1
(Green bond)
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
D
A
B
C
D
A
B
C
A
B
December 2020 to
December 2025
December 2020 to
December 2027
December 2020 to
December 2030
March 2021 to
March 2026
March 2021 to
March 2028
March 2021 to
March 2031
May 2021 to May
2026
$ 1,900,000
0.36%
10,200,000
0.41%
Two equal installments in
last two years; interest
payable annually
The same as above
6,400,000
0.45%
The same as above
4,800,000
0.50%
Bullet repayment; interest
11,400,000
0.55%
payable annually
The same as above
4,900,000
0.60%
The same as above
5,200,000
0.50%
The same as above
May 2021 to May
8,400,000
0.58%
The same as above
2028
May 2021 to May
5,600,000
0.65%
The same as above
2031
June 2021 to June
6,900,000
0.52%
The same as above
2026
June 2021 to June
7,900,000
0.58%
The same as above
2028
June 2021 to June
4,900,000
0.65%
The same as above
2031
August 2021 to
August 2025
August 2021 to
August 2026
August 2021 to
August 2028
August 2021 to
August 2031
October 2021 to
April 2026
October 2021 to
October 2026
October 2021 to
October 2028
October 2021 to
October 2031
December 2021 to
December 2026
December 2021 to
June 2027
December 2021 to
December 2028
January 2022 to
January 2027
January 2022 to
January 2029
- 40 -
- 40 -
4,000,000
0.485% The same as above
8,000,000
0.50%
The same as above
5,400,000
0.55%
The same as above
4,200,000
0.62%
The same as above
3,200,000
0.535% The same as above
6,900,000
0.54%
The same as above
4,600,000
0.60%
The same as above
1,600,000
0.62%
The same as above
7,700,000
0.65%
The same as above
3,500,000
0.675% The same as above
5,500,000
0.72%
The same as above
2,100,000
0.63%
The same as above
3,300,000
0.72%
The same as above
(Continued)
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
111-2
111-3
(Green bond)
111-4
(Green bond)
111-5
111-6
(Green bond)
A
B
C
-
A
B
C
D
A
B
C
D
A
B
C
March 2022 to
$ 3,000,000
0.84%
Bullet repayment; interest
September 2026
March 2022 to
March 2027
March 2022 to
March 2029
May 2022 to May
2027
9,600,000
0.85%
payable annually
The same as above
1,600,000
0.90%
The same as above
6,100,000
1.50%
The same as above
July 2022 to July
1,200,000
1.60%
The same as above
2026
July 2022 to July
10,100,000
1.70%
The same as above
2027
July 2022 to July
1,200,000
1.75%
The same as above
2029
July 2022 to July
1,400,000
1.95%
The same as above
2032
August 2022 to
June 2027
August 2022 to
August 2027
August 2022 to
August 2029
August 2022 to
August 2032
October 2022 to
October 2027
October 2022 to
October 2029
October 2022 to
October 2032
2,000,000
1.65%
The same as above
8,900,000
1.65%
The same as above
2,200,000
1.65%
The same as above
2,500,000
1.82%
The same as above
5,700,000
1.75%
The same as above
1,000,000
1.80%
The same as above
3,500,000
2.00%
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
110-5
-
-
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
September 2021 to
September 2051
1,000,000
3.10%
The same as above
- 41 -
- 41 -
The major terms of overseas unsecured bonds are as follows:
Issuance Period
September 2020 to
September 2025
September 2020 to
September 2027
September 2020 to
September 2030
April 2021 to April 2026
April 2021 to April 2028
April 2021 to April 2031
October 2021 to October
2026
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
US$ 1,000,000
0.75%
750,000
1.00%
Bullet repayment (callable at any
time, in whole or in part, at the
relevant redemption price
according to relevant
agreements); interest payable
semi-annually
The same as above
1,250,000
1.375%
The same as above
1,100,000
900,000
1,500,000
1,250,000
1.25%
1.75%
2.25%
1.75%
The same as above
The same as above
The same as above
The same as above
October 2021 to October
1,250,000
2.50%
The same as above
2031
October 2021 to October
1,000,000
3.125%
The same as above
2041
October 2021 to October
1,000,000
3.25%
The same as above
2051
April 2022 to April 2027
April 2022 to April 2029
April 2022 to April 2032
April 2022 to April 2052
July 2022 to July 2027
July 2022 to July 2032
1,000,000
500,000
1,000,000
1,000,000
400,000
600,000
3.875%
4.125%
4.25%
4.50%
4.375%
4.625%
The same as above
The same as above
The same as above
The same as above
The same as above
The same as above
19. LONG-TERM BANK LOANS
Unsecured loans
Less: Discounts on government grants
Less: Current portion
Loan content
Annual interest rate
Maturity date
December 31,
2022
December 31,
2021
$ 6,013,333
(39,397)
(1,213,889)
$ 3,510,000
(34,202)
(166,667)
$ 4,760,047
$ 3,309,131
1.03%-1.23%
Due by December
0.40%-0.90%
Due by September
2027
2026
The long-term bank loans of the Company are with preferential interest rates subsidized by the government,
and the loans are used to fund capital expenditure qualifying for the subsidy.
- 42 -
- 42 -
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 Arizona, TSMC Europe, TSMC Canada, TSMC Technology and JASM also
make monthly contributions at certain percentages of the basic salary of their employees. Accordingly,
the Company recognized expenses of NT$4,550,387 thousand and NT$3,711,010 thousand for the years
ended December 31, 2022 and 2021, respectively.
b. Defined benefit plans
TSMC has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on
an employee’s length of service and average monthly salary for the six-month period prior to retirement.
The Company contributes an amount equal to 2% of salaries paid each month to their respective pension
funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the
Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year,
the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate
to pay retirement benefits for employees who conform to retirement requirements in the next year, the
Company is required to fund the difference in one appropriation that should be made before the end of
March of the next year. The Funds are operated and managed by the government’s designated authorities;
as such, the Company does not have any right to intervene in the investments of the Funds.
Amounts recognized in respect of these defined benefit plans were as follows:
Current service cost
Net interest expense
Components of defined benefit costs recognized in profit or loss
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net
interest expense)
Actuarial loss arising from experience adjustments
Actuarial loss arising from changes in demographic
assumptions
Actuarial gain arising from changes in financial assumptions
Components of defined benefit costs recognized in other
comprehensive income
Total
Years Ended December 31
2022
2021
$
$
134,376
74,265
208,641
145,289
47,196
192,485
(429,948)
1,413,760
-
(160,752)
(73,298)
94,278
277,454
(540,513)
823,060
(242,079)
$ 1,031,701
$
(49,594)
- 43 -
- 43 -
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
2022
2021
$ 135,125
55,632
15,129
2,755
$ 124,548
52,801
12,430
2,706
$ 208,641
$ 192,485
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2022
December 31,
2021
Present value of defined benefit obligation
Fair value of plan assets
$ 17,483,951
(8,162,860)
$ 16,585,442
(5,548,563)
Net defined benefit liability
$ 9,321,091
$ 11,036,879
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
2022
2021
$ 16,585,442
134,376
120,791
$ 16,980,277
145,289
66,664
Actuarial loss arising from experience adjustments
Actuarial loss arising from changes in demographic
assumptions
Actuarial gain arising from changes in financial assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
1,413,760
94,278
-
(160,752)
(585,343)
(24,323)
277,454
(540,513)
(431,817)
(6,190)
Balance, end of year
$ 17,483,951
$ 16,585,442
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
Years Ended December 31
2022
2021
$ 5,548,563
46,526
$ 5,066,203
19,468
429,948
2,723,166
(585,343)
73,298
821,411
(431,817)
Balance, end of year
$ 8,162,860
$ 5,548,563
- 44 -
- 44 -
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,
2022
December 31,
2021
$ 1,337,893
4,696,909
2,128,058
$ 1,000,961
2,951,835
1,595,767
$ 8,162,860
$ 5,548,563
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,
2022
December 31,
2021
1.80%
4.00%
0.75%
3.00%
Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to
the following risks:
1) Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc. The
investment is conducted at the discretion of the government’s designated authorities or under the
mandated management. However, under the R.O.C. Labor Standards Law, the rate of return on assets
shall not be less than the average interest rate on a two-year time deposit published by the local banks
and the government is responsible for any shortfall in the event that the rate of return is less than the
required rate of return.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
debt investments of the plan assets.
Assuming a hypothetical decrease in interest rate at the end of the reporting period contributed to a
decrease of 0.5% (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$766,692 thousand
and NT$780,460 thousand as of December 31, 2022 and 2021, 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$746,933 thousand and NT$759,527 thousand as of December 31, 2022 and 2021, 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.
- 45 -
- 45 -
The Company expects to make contributions of NT$2,832,093 thousand to the defined benefit plans in
the next year starting from December 31, 2022. The weighted average duration of the defined benefit
obligation is 9 years.
21. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2022
December 31,
2021
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.
On March 1, 2022, the Company issued employee restricted stocks awards (RSAs) for its employees in
a total of 1,387 thousand shares with a par value of NT$10 each. The aforementioned issuance of new
shares was approved by the relevant authority and the registration has been completed. Refer to Note 28
for the information on RSAs.
On May 10, 2022, TSMC’s Board of Directors resolved to cancel 1,387 thousand treasury shares. Refer
to Note 21(e) for the information.
As of the end of reporting period, 1,063,847 thousand ADSs of TSMC were traded on the NYSE. The
number of common shares represented by the ADSs was 5,319,234 thousand shares (one ADS represents
five common shares).
b. Capital surplus
The categories of uses and the sources of capital surplus based on regulations were as follows:
December 31,
2022
December 31,
2021
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital
Additional paid-in capital
From merger
From convertible bonds
From difference between the consideration received and the
carrying amount of the subsidiaries’ net assets during actual
disposal
Donations - donated by shareholders
$ 24,183,645
22,803,291
8,892,371
$ 24,184,939
22,804,510
8,892,847
8,406,282
11,275
8,406,282
11,275
(Continued)
- 46 -
- 46 -
December 31,
2022
December 31,
2021
May only be used to offset a deficit
From share of changes in equities of subsidiaries
From share of changes in equities of associates
Donations - unclaimed dividend
$ 4,229,892
311,863
53,680
$
113,952
307,322
40,475
May not be used for any purpose
Employee restricted shares
438,029
-
If such capital surplus is distributed as transferred to share capital, it is limited to a certain percentage of
the Company’s paid-in capital each year.
c. Retained earnings and dividend policy
$ 69,330,328
$ 64,761,602
(Concluded)
TSMC’s Articles of Incorporation provide 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. 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 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 legal capital 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.
The appropriations of 2022, 2021 and 2020 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 2022
of 2022
February 14, November 8,
2023
2022
of 2022
August 9,
2022
of 2022
May 10,
2022
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 17,166,163
$ 71,308,546
2.75
$
- 47 -
$ (31,910,353) $ (12,002,798) $ (15,541,054)
$ 71,308,546
$ 71,308,546
$ 71,308,547
2.75
$
2.75
$
2.75
$
- 47 -
Resolution Date of TSMC’s
Board of Directors in its
meeting
of 2021
of 2021
of 2021
February 15, November 9,
August 10,
2022
2021
2021
of 2021
June 9,
2021
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$
3,304,303
$ 71,308,546
2.75
$
$
710,169
$ 71,308,547
2.75
$
$ 10,201,220
$ 71,308,546
2.75
$
$
(6,287,050)
$ 71,308,546
2.75
$
Resolution Date of TSMC’s
Board of Directors in its
meeting
Fourth Quarter Third Quarter
Second Quarter First Quarter
of 2020
February 9,
2021
of 2020
November 10,
2020
of 2020
August 11,
2020
of 2020
May 12,
2020
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 12,420,727
$ 64,825,951
2.5
$
$
5,501,351
$ 64,825,951
2.5
$
$ 11,884,457
$ 64,825,951
2.5
$
$
(2,694,841)
$ 64,825,951
2.5
$
The special capital reserve for 2022 is to be presented for approval in TSMC’s shareholders’ meeting to
be held on June 6, 2023 (expected).
d. Others
Changes in others were as follows:
Year Ended December 31, 2022
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
$ (63,303,361 ) $
574,310
$
120,536
$
-
$ (62,608,515 )
foreign operations
51,009,722
-
Unrealized gain (loss) on financial assets at
FVTOCI
Equity instruments
Debt instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Cumulative unrealized gain (loss) of debt
instruments transferred to profit or loss due
to disposal
Loss allowance adjustments from debt
instruments
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Issuance of shares
Share-based payment expenses recognized
Share of other comprehensive income (loss)
of associates
Income tax effect
-
-
-
-
-
-
-
(263,380 )
(10,513,643 )
(303,242 )
410,076
909
-
-
-
-
-
-
-
-
1,329,231
(52,929 )
-
-
-
-
-
-
-
-
51,009,722
(263,380 )
(10,513,643 )
(303,242 )
410,076
909
1,329,231
(52,929 )
(451,899 )
266,746
665,341
5,957
550,338
-
38,696
(79 )
76,307
6,036
-
-
(451,899 )
266,746
Balance, end of year
$ (11,743,301 ) $ (10,056,353 ) $ 1,479,181
$
(185,153 ) $ (20,505,626 )
- 48 -
- 48 -
Year Ended December 31, 2021
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
$ (57,001,627 ) $ 2,321,754
$
foreign operations
(6,181,737 )
-
Unrealized gain (loss) on financial assets at
$
-
$ (54,679,873 )
-
(6,181,737 )
FVTOCI
Equity instruments
Debt instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Cumulative unrealized gain (loss) of debt
instruments transferred to profit or loss due
to disposal
Loss allowance adjustments from debt
instruments
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of associates
Income tax effect
1,898,206
(3,339,796 )
(187,654 )
(93,229 )
1,234
-
-
-
-
-
-
-
-
-
90,119
48,469
(119,997 )
-
30,015
(56,220 )
(14,682 )
(3,370 )
-
-
-
-
-
-
-
-
-
1,898,206
(3,339,796 )
(187,654 )
(93,229 )
1,234
90,119
48,469
(104,664 )
(59,590 )
-
-
-
-
-
-
-
Balance, end of year
$ (63,303,361 ) $
574,310
$
120,536
$
-
$ (62,608,515 )
The aforementioned other equity includes the changes in other equities of TSMC and TSMC’s share of
its subsidiaries and associates.
e. Treasury stock
For TSMC’s shareholders’ interests, TSMC’s Board of Directors approved a share buyback program on
February 15, 2022 to repurchase 1,387 thousand shares. TSMC has completed this share buyback
program during the first quarter of 2022. On May 10, 2022, TSMC’s Board of Directors resolved to cancel
the 1,387 thousand shares and set May 10, 2022 as the record date for capital reduction. The registration
for share cancellation was completed on May 20, 2022.
22. NET REVENUE
a. Disaggregation of revenue from contracts with customers
Product
Wafer
Others
Years Ended December 31
2022
2021
$ 1,991,855,947 $ 1,405,300,273
182,114,764
272,035,345
$ 2,263,891,292 $ 1,587,415,037
- 49 -
- 49 -
Geography
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
Years Ended December 31
2022
2021
$ 210,470,783 $ 203,963,760
1,493,328,765 1,015,996,424
164,552,063
89,010,064
71,920,856
41,971,870
245,168,746
123,767,140
119,099,336
72,056,522
$ 2,263,891,292 $ 1,587,415,037
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
Platform
High Performance Computing
Smartphone
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
Wafer revenue
b. Contract balances
Years Ended December 31
2022
2021
$ 932,383,729 $ 587,780,144
695,091,191
133,005,979
67,076,353
55,577,223
48,884,147
888,879,250
196,114,987
116,380,987
56,158,772
73,973,567
$ 2,263,891,292 $ 1,587,415,037
Years Ended December 31
2022
2021
$ 508,689,881 $ 262,327,365
440,383,100
659,989
191,058,940
5,668,752
153,066,563
103,413,639
66,467,903
32,260,288
40,558,534
86,700,287
22,734,913
535,153,763
24,871
258,544,274
8,853,291
206,611,955
145,546,243
93,288,614
40,184,169
57,992,328
110,571,222
26,395,336
$ 1,991,855,947 $ 1,405,300,273
December 31,
2022
December 31,
2021
January 1,
2021
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 70,806,617
$ 39,762,588
$ 13,775,088
The changes in the contract liability balances primarily result from the timing difference between the
satisfaction of performance obligation and the customer’s payment.
- 50 -
- 50 -
The Company recognized revenue from the beginning balance of contract liability, which amounted to
NT$38,433,111 thousand and NT$11,590,400 thousand for the years ended December 31, 2022 and 2021,
respectively.
c. Temporary receipts from customers
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion (classified under other noncurrent liabilities)
December 31,
2022
December 31,
2021
$ 107,723,580
$ 30,612,702
168,399,207 155,381,485
$ 276,122,787 $ 185,994,187
The Company’s temporary receipts from customer are payments made by customers to the Company to
retain the Company’s capacity. When the terms and conditions set forth in the agreements are
subsequently satisfied, the treatment of temporary receipts, either by refund or by accounts receivable
offsetting, will be determined by mutual consent.
d. Refund liabilities
Estimated sales returns and other allowances is made and adjusted based on historical experience and
the consideration of varying contractual terms. As of December 31, 2022 and 2021, the aforementioned
refund liabilities amounted to NT$ 53,078,351 thousand and NT$41,038,041 thousand (classified under
accrued expenses and other current liabilities), respectively.
23. INTEREST INCOME
Interest income
Bank deposits
Financial assets at FVTOCI
Financial assets at amortized cost
24. FINANCE COSTS
Interest expense
Corporate bonds
Lease liabilities
Bank loans
Others
Less: Capitalized interest under property, plant and equipment
- 51 -
- 51 -
Years Ended December 31
2022
2021
$ 17,831,257
2,582,341
2,008,611
$ 2,834,838
2,192,470
681,457
$ 22,422,209
$ 5,708,765
Years Ended December 31
2022
2021
$ 14,116,112
267,050
32,017
1,673
(2,666,868)
$ 5,202,999
193,324
17,546
349
-
$ 11,749,984
$ 5,414,218
Information about capitalized interest is as follows:
Capitalization rate
25. OTHER GAINS AND LOSSES, NET
Gain (loss) on disposal of financial assets, net
Investments in debt instruments at FVTOCI
Loss on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
The reversal (accrual) of expected credit loss of financial assets
Investments in debt instruments at FVTOCI
Financial assets at amortized cost
Other gains, net
26. INCOME TAX
a. Income tax expense recognized in profit or loss
Income tax expense consisted of the following:
Current income tax expense
Current tax expense recognized in the current year
Income tax adjustments on prior years
Other income tax adjustments
Deferred income tax benefit
The origination and reversal of temporary differences
Investment tax credits
Years Ended
December 31,
2022
0.56%-3.36%
Years Ended December 31
2022
2021
$
(410,076) $
93,229
(622,537)
(7,973,667)
(909)
(51,442)
72,766
(1,234)
3,969
489,693
$ (1,012,198) $ (7,388,010)
Years Ended December 31
2022
2021
$ 147,685,403
(563,555)
206,136
147,327,984
$ 88,844,915
207,801
152,232
89,204,948
(24,714,488)
4,676,707
(20,037,781)
(17,530,023)
(5,621,745)
(23,151,768)
Income tax expense recognized in profit or loss
$ 127,290,203
$ 66,053,180
- 52 -
- 52 -
A reconciliation of income before income tax and income tax expense recognized in profit or loss was
as follows:
Years Ended December 31
2022
2021
Income before tax
$ 1,144,190,718 $ 663,126,314
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible items in determining taxable income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 231,799,774 $ 134,613,312
12,286,136
(157,955,934)
61,578,020
(24,714,488)
4,654,114
127,647,622
(563,555)
206,136
11,261,407
(89,852,940)
32,852,688
(17,530,023)
(5,651,297)
65,693,147
207,801
152,232
Income tax expense recognized in profit or loss
$ 127,290,203 $
66,053,180
For the years ended December 31, 2022 and 2021, the Company applied a tax rate of 20% for entities
subject to the R.O.C. Income Tax Law; for other jurisdictions, taxes are calculated using the applicable
tax rate for each individual jurisdiction.
b. Deferred income tax balance
The analysis of deferred income tax assets and liabilities was as follows:
December 31,
2022
December 31,
2021
$ 45,299,310
12,089,451
5,782,345
2,305,328
1,722,005
945,038
361,241
681,124
$ 34,720,661
5,986,173
-
898,998
1,237,086
5,621,745
373,983
315,240
$ 69,185,842
$ 49,153,886
$
-
$
(1,031,383)
(706,311)
(1,167,566)
$ (1,031,383) $ (1,873,877)
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Unrealized exchange losses
Unrealized loss on inventories
Net defined benefit liability
Investment tax credits
Deferred compensation cost
Others
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
- 53 -
- 53 -
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Unrealized exchange losses
Unrealized loss on inventories
Net defined benefit liability
Investment tax credits
Deferred compensation cost
Others
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Investment tax credits
Net defined benefit liability
Unrealized loss on inventories
Deferred compensation cost
Others
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
Year Ended December 31, 2022
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
$ 34,720,661
5,986,173
-
898,998
1,237,086
5,621,745
373,983
315,240
$
$ 10,552,264
6,100,849
5,782,345
1,402,241
(249,116 )
(4,676,707 )
(48,180 )
334,801
$
-
-
-
-
734,035
-
-
(79 )
26,385
2,429
-
4,089
-
-
35,438
31,162
$ 45,299,310
12,089,451
5,782,345
2,305,328
1,722,005
945,038
361,241
681,124
$ 49,153,886
$ 19,198,497
$
733,956
$
99,503
$ 69,185,842
$
(706,311 ) $
(1,167,566 )
706,311
132,973
$
$
-
6,036
-
$
(2,826 )
-
(1,031,383 )
$ (1,873,877 ) $
839,284
$
6,036
$
(2,826 )
$ (1,031,383 )
Year Ended December 31, 2021
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
$ 19,354,383
3,755,131
-
1,341,960
858,463
330,340
317,907
$ 15,365,737
2,231,450
5,621,745
$
(75,825 )
41,061
49,113
59,045
$
-
-
-
(29,049 )
-
-
(56,220 )
541
(408 )
-
-
$ 34,720,661
5,986,173
5,621,745
1,237,086
898,998
373,983
315,240
(526 )
(5,470 )
(5,492 )
$ 25,958,184
$ 23,292,326
$
(85,269 ) $
(11,355 ) $ 49,153,886
$
(866,495 ) $
(863,446 )
160,184
$
(300,742 )
$
-
(3,370 )
-
$
(8 )
(706,311 )
(1,167,566 )
$ (1,729,941 ) $
(140,558 )
$
(3,370 ) $
(8 )
$ (1,873,877 )
c. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2022 and 2021, the aggregate deductible temporary differences for which no deferred
income tax assets have been recognized amounted to NT$26,790,935 thousand and NT$66,431,255
thousand, respectively.
- 54 -
- 54 -
d. Unused tax-exemption information
As of the end of reporting period, the profits generated from the following project 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
e. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2022 and 2021, the aggregate taxable temporary differences associated with
investments
to
income
NT$222,682,649 thousand and NT$177,552,831 thousand, respectively.
in subsidiaries not recognized as deferred
liabilities amounted
tax
f.
Income tax examination
The tax authorities have examined income tax returns of TSMC through 2020. All investment tax credit
adjustments assessed by the tax authorities have been recognized accordingly.
27. EARNINGS PER SHARE
Basic EPS
Diluted EPS
EPS is computed as follows:
Basic EPS
Net income available to common shareholders of the parent
Weighted average number of common shares outstanding used in
the computation of basic EPS (in thousands)
Basic EPS (in dollars)
Diluted EPS
Years Ended December 31
2022
2021
$ 39.20
$ 39.20
$ 23.01
$ 23.01
Years Ended December 31
2022
2021
$ 1,016,530,249 $ 596,540,013
25,929,190
$
39.20 $
25,930,380
23.01
Net income available to common shareholders of the parent
Weighted average number of common shares outstanding used in
the computation of basic EPS (in thousands)
Effects of all dilutive potential common shares (in thousands)
Weighted average number of common shares used in the
computation of diluted EPS (in thousands)
Diluted EPS (in dollars)
$ 1,016,530,249 $ 596,540,013
25,929,190
193
25,930,380
-
25,929,383
$
39.20 $
25,930,380
23.01
- 55 -
- 55 -
28. SHARE-BASED PAYMENT ARRANGEMENTS
a. Equity-settled share-based payment- RSAs
The RSAs in each year are as follows:
2022 RSAs
2021 RSAs
Resolution Date of TSMC’s shareholders
June 8, 2022
July 26, 2021
in its meeting
Resolution Date of TSMC’s Board of
February 14, 2023
February 15, 2022
Directors in its meeting
Issuance of stocks (in thousands)
Eligible employees
Grant date/Issuance date
2,110
Executive officers and non-
1,387
Executive officers
executive officers
March 1, 2023
March 1, 2022
Vesting conditions of the aforementioned arrangement are as follow:
1) The RSAs granted to eligible employees can only be vested if
the employee remains employed by the Company on the last date of each vesting period;
during the vesting period, the employee may not breach any agreement with the Company or
violate the Company’s work rules; and
certain employee performance metrics and TSMC’s business performance metrics are met.
2) The maximum percentage of granted RSAs that may be vested each year shall be as follows:
one-year anniversary of the grant: 50%; two-year anniversary of the grant: 25%; and three-year
anniversary of the grant: 25%; provided that the actual percentage and number of the RSAs to be
vested in each year will be calculated based on the achievement of TSMC’s business performance
metrics.
3) For eligible executive officers of TSMC: The maximum number of RSAs that may be vested in each
year will be set as 110%, among which 100% will be subject to a calculation based on TSMC’s
relative Total Shareholder Return (”TSR”, including capital gains and dividends) achievement to
determine the number of RSAs to be vested; this number will be further subject to a modifier to
increase or decrease up to 10% based on the Compensation Committee’s (rename to Compensation
and People Development Committee from February 14, 2023) evaluation of TSMC’s Environmental,
Social, and Governance (”ESG”) achievements. The number of shares so calculated should be
rounded down to the nearest integral.
TSMC’s TSR relative to the
TSR of S&P 500 IT Index
Above the Index by X percentage points
Equal to the Index
Below the Index by X percentage points
Ratio of Shares to be Vested
50% + X * 2.5%, with the maximum of 100%
50% - X * 2.5%, with the minimum of 0%
50%
- 56 -
- 56 -
4) For eligible employees who are not executive officers of the Company: The number of RSAs to be
vested in each year will be calculated in accordance with the below table based on TSMC’s audited
consolidated financial statements for the year prior to the vesting year. The number of shares so
calculated should be rounded down to the nearest integral.
Revenue Growth Rate
Gross Margin
Return on Equity
Threshold Target Weight
15%
53%
25%
10%
50%
20%
1/3 < Threshold: 0 %
1/3 = Threshold: 50%
1/3 ≧ Target: 100%
Ratio of Shares to be Vested
Between threshold and target: as
calculated by interpolation
method
5) Restrictions imposed on the employees’ rights in the RSAs before the vesting conditions are fulfilled:
During each vesting period, no employee granted RSAs, except for inheritance, may sell, pledge,
transfer, give to another person, create any encumbrance on, or otherwise dispose of, any shares
under the unvested RSAs.
Before the vesting conditions are fulfilled, the attendance, proposal rights, speech rights, voting
rights and etc. shall be exercised by the engaged trustee/custodian on the employee’s behalf. Any
other shareholder rights including but not limited to the entitlement to any distribution regarding
dividends, bonuses and capital reserve, and the subscription right of the new shares issued for
any capital increase, are the same as those of holders of common shares of TSMC.
6) Details of granted 2021 RSAs are as follows:
Balance, beginning of year
Issuance of stocks
Balance, end of year
Weighted-average fair value of RSAs (in dollars)
2021 RSAs
Number of
Stocks
(In Thousands)
-
1,387
1,387
$ 325.81
The 2021 RSAs is measured at fair value at grant date by using the binominal tree approach. Relevant
information is as follows:
Stock price at grant date (in dollars)
Expected price volatility
Expected option life
Risk-free interest rate
2021 RSAs
March 1, 2022
$
604
25.34%-28.28%
1-3 years
0.57%
Refer to Note 29 for the compensation costs of the 2021 RSAs recognized by TSMC.
On February 14, 2023, TSMC’s Board of Directors approved the issuance of RSAs for year 2023 of
no more than 6,249 thousand common shares. The grants will be made free of charge. The actual
number of shares to be issued will be resolved by the Board of Directors after the RSAs is approved
at the shareholders’ meeting and by the competent authority.
- 57 -
- 57 -
b. Cash-settled share-based payment arrangements
The cash-settled share-based payment arrangements in each year are as follows:
2022 Plan
2021 Plan
Resolution Date of TSMC’s Board of
February 14, 2023
February 15, 2022
Directors in its meeting
Issuance of units (in thousands) (Note)
Grant date
400
March 1, 2023
236
March 1, 2022
Note: One unit of the right represents a right to the market value of one TSMC’s common share when
vested.
The vesting conditions and the ratio of units to be vested for key management personnel of the plan are
the same as the aforementioned RSAs.
The fair value of compensation costs for the cash-settled share-based payment was measured by using
binominal tree approach and will be measured at each reporting period until settlement. Relevant
information is as follows:
Stock price at measurement date (in dollars)
Expected price volatility
Expected option life
Risk-free interest rate
Years Ended
December 31,
2022
2021 Plan
$
28.80%-32.19%
451
1-3 years
1.09%
Refer to Note 29 for the compensation costs of the cash-settled share-based payment recognized by TSMC.
The liabilities under cash-settled share-based payment arrangement amounted to NT$30,757 thousand as
of the end of reporting period.
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
- 58 -
- 58 -
Years Ended December 31
2022
2021
$ 399,638,755
28,850,463
8,961
$ 386,103,923
27,936,211
147,566
$ 428,498,179
$ 414,187,700
$
6,086,246
2,669,848
$
5,574,246
2,632,923
$
8,756,094
$
8,207,169
c. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Share-based payments
Equity-settled
Cash-settled
Years Ended December 31
2022
2021
$
$
4,550,387
208,641
4,759,028
3,711,010
192,485
3,903,495
302,348
32,704
335,052
7,788
-
7,788
Other employee benefits
234,367,880
161,035,865
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 239,461,960
$ 164,947,148
$ 139,361,369
100,100,591
$ 98,012,833
66,934,315
$ 239,461,960
$ 164,947,148
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
$ 60,702,047
$ 35,601,449
TSMC’s profit sharing bonus to employees and compensation to directors for 2022, 2021 and 2020 had been
approved by the Board of Directors of TSMC, as illustrated below:
Years Ended December 31
2022
2021
Resolution Date of TSMC’s Board of
Directors in its meeting
2022
Years Ended December 31
2021
February 14, February 15, February 9,
2022
2021
2020
2023
Profit sharing bonus to employees
Compensation to directors
$ 60,702,047
$
690,128
$ 35,601,449
$
487,537
$ 34,753,184
509,753
$
- 59 -
- 59 -
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2022, 2021 and 2020, 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. GOVERNMENT GRANTS
Subsidiaries such as JASM and TSMC Nanjing received subsidies from the governments of Japan and China,
respectively, for local plants setup and operation, which were mainly used to subsidize the purchase costs of
property, plant and equipment as well as partial costs and expenses incurred from plant construction and
production. For the years ended December 31, 2022 and 2021, TSMC received a total of NT$7,051,432
thousand and NT$827,917 thousand as government grants respectively.
31. CASH FLOW INFORMATION
a. Non-cash transactions
Years Ended December 31
2022
2021
Additions of financial assets at FVTOCI
Exchange of equity instruments
Changes in accrued expenses and other current liabilities
$
45,126,181 $ 253,613,917
(106,185)
2,380,947
-
9,440,544
Payments for acquisition of financial assets at FVTOCI
$
54,566,725 $ 255,888,679
Disposal of financial assets at FVTOCI
Changes in other financial assets
Exchange of equity instruments
$
43,130,926 $ 251,201,439
3,509,283
(106,185)
1,832,441
-
Proceeds from disposal of financial assets at FVTOCI
$
44,963,367 $ 254,604,537
Additions of property, plant and equipment
Changes in other financial assets
Exchange of assets
Changes in payables to contractors and equipment suppliers
Changes in accrued expenses and other current liabilities
Transferred to initial carrying amount of hedged items
Capitalized interests
$ 1,139,892,108 $ 835,406,296
1,933,965
(3,256,517)
5,153,380
-
(41,416)
-
5,730,104
(275,564)
(60,638,244)
630,594
-
(2,666,868)
Payments for acquisition of property, plant and equipment
$ 1,082,672,130 $ 839,195,708
Additions of intangible assets
Changes in other financial assets
Changes in accrued expenses and other current liabilities
$
7,535,092 $
7,584
(588,350)
9,318,478
2,950
(280,677)
Payments for acquisition of intangible assets
$
6,954,326 $
9,040,751
- 60 -
- 60 -
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1,
2022
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2022
Non-cash Changes
Short-term loans
Bonds payable
Long-term bank loans
Lease liabilities
$ 114,921,333 $ (111,959,992 ) $
614,470,652 193,479,254
2,503,333
(2,690,784 )
3,475,798
22,940,665
(2,372,053 ) $
44,183,113
-
137,196
- $
-
-
11,713,474
(589,288 ) $
-
303,420 852,436,439
5,973,936
32,367,601
(5,195 )
267,050
Total
$ 755,808,448 $ 81,331,811 $ 41,948,256 $ 11,713,474 $
(24,013 ) $ 890,777,976
Balance as of
January 1,
2021
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2021
Non-cash Changes
Short-term loans
Bonds payable
Long-term bank loans
Lease liabilities
$ 88,559,026 $ 35,668,397 $
256,705,084 361,255,068
1,510,000
(2,178,297 )
1,967,611
22,388,674
(8,777,416 ) $
(3,646,920 )
-
(82,377 )
- $
-
-
2,619,341
(528,674 ) $ 114,921,333
157,420 614,470,652
3,475,798
22,940,665
(1,813 )
193,324
Total
$ 369,620,395 $ 396,255,168 $ (12,506,713 ) $
2,619,341 $
(179,743 ) $ 755,808,448
Note: Other changes include discounts on short-term loans, amortization of bonds payable, amortization of long-term bank
loan interest subsidy and financial cost of lease liabilities.
32. 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 expenditures, research and development activities, dividend payments, debt service requirements and
other business requirements associated with its existing operations over the next 12 months.
33. 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.
- 61 -
- 61 -
December 31,
2022
December 31,
2021
$
1,070,398 $
159,048
129,607,052
13,468
1,727,306,556 1,283,715,674
136,483,349
2,329
$ 1,864,862,632 $ 1,413,495,242
$
681,914
116,215 $
9,642
813
1,669,270,659 1,355,957,244
$ 1,669,387,687 $ 1,356,648,800
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, refundable deposits and temporary
payments (including those classified under other current assets and other noncurrent assets).
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, guarantee deposits and other noncurrent liabilities.
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 the Audit Committees (rename to Audit and
Risk Committee from February 14, 2023) 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
Substantially all the Company’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, Japanese yen
and Euros. As a result, any significant fluctuations to its disadvantage in the 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 dollars. 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, 2022 and 2021, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$1,704,553 thousand and NT$1,435,346 thousand,
respectively, after taking into account hedges and offsetting positions.
Interest rate risk
The Company is exposed to interest rate risks primarily in relation 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
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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. The Company has entered and may in the future enter into interest rate derivatives to partially
hedge the interest rate risk on its fixed income investments and anticipated debt issuance. However,
these hedges can offset only a limited 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 Company’s other comprehensive income by NT$3,831,326 thousand and NT$3,767,071
thousand for the years ended December 31, 2022 and 2021, respectively.
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 the Company’s long-term debt is fixed-rate and measured
at amortized cost and as such, changes in interest rates would not affect future cash flows or 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, 2022 and 2021, the other comprehensive income would have
decreased by NT$631,530 thousand and NT$595,766 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, 2022 and 2021, the Company’s ten largest customers accounted for 82% and 79%
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.
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
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 since initial
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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
0-0.09%
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, 2022 and 2021, the expected credit loss increased NT$57,936 thousand
and decreased NT$3,293 thousand, respectively. The changes were mainly due to increased investment
amount and adjusted investment portfolio.
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, 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, 2022
Non-derivative financial liabilities
Accounts payable (including related
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Long-term bank loans
Lease liabilities (including those
classified under accrued expenses
and other current liabilities)
(Note)
Others
$
56,522,345
$
213,499,613
219,587,908
34,668,909
1,278,130
$
-
-
$
-
-
-
-
$
56,522,345
213,499,613
-
94,869,159
3,533,152
-
320,211,460
1,360,549
-
625,049,539
-
219,587,908
1,074,799,067
6,171,831
2,999,840
-
528,556,745
5,367,809
166,266,718
270,036,838
4,754,007
10,518,481
336,844,497
22,589,117
783,182
648,421,838
35,710,773
177,568,381
1,783,859,918
(Continued)
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- 64 -
December 31, 2022
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$ 103,617,399
$
(104,600,085 )
(982,686 )
$
-
-
-
$
-
-
-
-
-
-
$ 103,617,399
(104,600,085 )
(982,686 )
$ 527,574,059
$ 270,036,838
$ 336,844,497
$ 648,421,838
$ 1,782,877,232
December 31, 2021
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
$ 114,767,034
$
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Long-term bank loans
Lease liabilities (including those
classified under accrued expenses
and other current liabilities)
(Note)
Others
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
48,722,789
145,742,148
120,240,359
13,580,628
183,671
$
-
-
-
$
-
-
-
-
-
-
-
42,801,397
2,217,112
-
191,458,126
1,153,900
-
506,504,958
-
$ 114,767,034
48,722,789
145,742,148
120,240,359
754,345,109
3,554,683
2,371,568
-
445,608,197
3,896,249
164,991,929
213,906,687
3,385,295
-
195,997,321
14,649,235
-
521,154,193
24,302,347
164,991,929
1,376,666,398
187,708,035
(187,631,930 )
76,105
-
-
-
-
-
-
-
-
-
187,708,035
(187,631,930 )
76,105
$ 445,684,302
$ 213,906,687
$ 195,997,321
$ 521,154,193
$ 1,376,742,503
(Concluded)
Note:
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, 2022
Lease liabilities
$ 10,241,734
$
7,329,012
$
4,233,886
$
784,485
$ 22,589,117
December 31, 2021
Lease liabilities
$
7,513,939
$
5,043,067
$
1,972,740
$
119,489
$ 14,649,235
f. Fair value of financial instruments
1) Fair value measurements recognized in the consolidated balance sheets
Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
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Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
The timing of transfers between levels within the fair value hierarchy is at the end of reporting period.
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, 2022
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Convertible bonds
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
$
$
-
-
-
$
$
947,546
-
947,546
$
$
-
122,852
122,852
$
947,546
122,852
$ 1,070,398
$
-
$ 66,116,166
$
-
18,845,577
-
28,399,890
84,347
9,274,697
-
-
-
-
$ 66,116,166
28,399,890
18,929,924
9,274,697
-
277,866
-
-
-
7,325,606
6,159,200
-
-
6,159,200
277,866
7,325,606
$ 19,123,443
$ 111,200,706
$ 6,159,200
$ 136,483,349
Interest rate futures contracts
$
2,329
$
-
$
-
$
2,329
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
116,215
$
-
$
116,215
Hedging financial liabilities
Fair value hedges
Interest rate futures contracts
$
813
$
-
$
-
$
813
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- 66 -
Level 1
Level 2
Level 3
Total
December 31, 2021
$
-
$
159,048
$
-
$
159,048
$
-
$ 57,253,161
$
-
21,267,002
-
32,070,114
78,792
8,660,424
-
-
-
-
$ 57,253,161
32,070,114
21,345,794
8,660,424
-
189,758
-
-
-
4,199,909
5,887,892
-
-
5,887,892
189,758
4,199,909
$ 21,456,760
$ 102,262,400
$ 5,887,892
$ 129,607,052
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
Cash flow hedges
Forward interest rate contracts
$
-
$
13,468
$
-
$
13,468
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
681,914
$
-
$
681,914
Hedging financial liabilities
Fair value hedges
Interest rate futures contracts
$
9,642
$
-
$
-
$
9,642
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 and financial assets at FVTPL. Reconciliations for the years ended December 31,
2022 and 2021 are as follows:
Years Ended December 31
2022
2021
Balance, beginning of year
Additions
Recognized in other comprehensive income or loss
Disposals and proceeds from return of capital of investments
Transfers out of level 3 (Note)
Effect of exchange rate changes
$ 5,887,892
715,612
(373,263)
(359,506)
(139,770)
551,087
$ 4,514,940
319,177
1,821,762
(700,224)
-
(67,763)
Balance, end of year
$ 6,282,052
$ 5,887,892
Note: The transfer from level 3 to level 1 is because quoted prices (unadjusted) in active markets
data became available for the equity investments.
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Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
The fair values of corporate bonds, agency bonds, agency mortgage-backed securities,
asset-backed securities and government bonds are determined by quoted market prices provided
by third party pricing services.
The fair values of forward contracts are measured using forward rates and discount rates derived
from quoted market prices.
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, 2022 and 2021, the Company uses unobservable inputs derived from
discount for lack of marketability of 10%. When other inputs remain equal, the fair value will decrease
by NT$48,704 thousand and NT51,372 thousand, respectively, 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 prior transaction prices.
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 be measured at fair value:
Financial assets
Financial assets at amortized costs
Corporate bonds
Commercial paper
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
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- 68 -
December 31, 2022
Carrying
Amount
Level 2
Fair Value
$ 80,994,958
48,732,476
$ 80,236,142
48,882,028
$ 129,727,434
$ 129,118,170
$ 852,436,439
$ 765,301,535
Financial assets
Financial assets at amortized costs
Corporate bonds
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2021
Carrying
Amount
Level 2
Fair Value
$
5,306,962
$
5,317,957
$ 614,470,652
$ 613,514,692
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.
The fair value of commercial paper is determined by the present value of future cash flows based on
the discounted curves that are derived from the quoted market prices.
34. 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
b. Net revenue
Associates
Associates
Associates
Associates
Item
Related Party Categories
Net revenue from sale of goods Associates
$ 15,351,465
$ 8,475,908
Years Ended December 31
2022
2021
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- 69 -
c. Purchases
Related Party Categories
Associates
d. Receivables from related parties
Item
Related Party Name
Receivables from related
parties
GUC
Xintec
Other receivables from related SSMC
parties
VIS
Others
e. Payables to related parties
Item
Related Party Name
Payables to related parties
Xintec
SSMC
VIS
Others
f. Accrued expenses and other current liabilities
Years Ended December 31
2022
2021
$ 6,423,913
$ 7,569,787
December 31,
2022
December 31,
2021
$ 1,471,351
112,607
$
597,836
117,488
$ 1,583,958
$
715,324
$
$
68,277
669
29
50,375
11,156
-
$
68,975
$
61,531
December 31,
2022
December 31,
2021
$
$ 1,047,452
385,979
190,587
18,619
725,325
349,211
357,151
5,499
$ 1,642,637
$ 1,437,186
December 31,
2022
December 31,
2021
Item
Related Party Categories
Contract liabilities
Associates
$ 1,075,659
$
726,350
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- 70 -
g. Others
Years Ended December 31
2022
2021
Item
Related Party Categories
Manufacturing expenses
Associates
$ 6,011,522
$ 5,459,919
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.
h. Compensation of key management personnel
The compensation to directors and other key management personnel were as follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
Years Ended December 31
2022
2021
$ 4,369,097
3,013
286,227
$ 2,886,786
2,900
-
$ 4,658,337
$ 2,889,686
The compensation to directors and other key management personnel were determined by the
Compensation Committee (rename to Compensation and People Development Committee from February
14, 2023) of TSMC in accordance with the individual performance and market trends.
35. PLEDGED ASSETS
The Company provided certificate of deposits recorded in other financial assets as collateral mainly for
building construction, building lease agreements and energy purchase agreements. As of December 31, 2022
and 2021, the aforementioned other financial assets amounted to NT$129,138 thousand and NT$210,235
thousand, respectively.
36. 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 the end of reporting period,
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
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- 71 -
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 the end of reporting period.
c. In September 2022, Daedalus Prime LLC (“Daedalus”) filed complaints in the U.S. International Trade
Commission (“ITC”) and the U.S. District Court for the Eastern District of Texas alleging that TSMC,
TSMC North America, and other companies infringe four U.S. patents. The ITC instituted an
investigation in October 2022. The outcome cannot be determined and we cannot make a reliable
estimate of the contingent liability at this time.
d. TSMC entered into long-term purchase agreements of materials and supplies and agreements of waste
disposal with multiple suppliers. The relative minimum fulfillment quantity and price are specified in the
agreements.
e. TSMC entered into a long-term purchase agreement of equipment. The relative fulfillment quantity and
price are specified in the agreement.
f. TSMC entered into long-term energy purchase agreements with multiple suppliers. The relative
fulfillment period, quantity and price are specified in the agreements.
g. Amounts available under unused letters of credit as of December 31, 2022 and 2021 were NT$383,974
thousand and NT$136,710 thousand, respectively.
h. The Company entrusted financial institutions to open performance guarantee mainly for import and
export of goods, lease agreement and energy purchase agreement. As of December 31, 2022 and 2021,
the aforementioned guarantee amounted to NT$7,623,262 thousand and NT$4,954,798 thousand,
respectively.
37. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into the
functional currency. The significant financial assets and liabilities denominated in foreign currencies were as
follows:
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
December 31, 2022
Financial assets
Monetary items
USD
EUR
$ 15,214,896
8,375
30.713
32.838
$ 467,295,097
275,006
(Continued)
- 72 -
- 72 -
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2021
Financial assets
Monetary items
USD
USD
EUR
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
$
29,161
133,034,271
7.432(Note 2) $
0.2331
957,587
31,010,288
15,190,659
2,375,378
134,608,488
30.713
32.838
0.2331
466,550,704
78,002,647
31,377,239
11,445,396
2,023,233
14,964
40,326
10,921,880
27.674
31.460
6.379(Note 3)
7.252(Note 2)
0.2414
316,739,883
55,990,951
470,776
1,268,665
2,636,542
11,958,503
3,539,320
112,456,908
27.674
31.460
0.2414
330,939,620
111,347,020
27,147,098
(Concluded)
Note 1: Except as otherwise noted, exchange rate represents the number of NT dollar for which one foreign
currency could be exchanged.
Note 2: The exchange rate represents the number of RMB for which one Euro could be exchanged.
Note 3: 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, 2022 and 2021, 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.
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;
- 73 -
- 73 -
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.
m. Information of major shareholders
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, sales, 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.
- 74 -
- 74 -
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,
2022
December 31,
2021
$ 2,510,238,722 $ 1,953,007,722
41,208,723
41,895,164
143,916
1,011,043
539
153,137,833
90,349,673
140,709
15,432,491
1,922
$ 2,769,301,350 $ 2,037,267,107
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
2022
2021
Amount
%
Amount
%
Customer A
Customer B
$ 529,649,200
23
NA (Note) NA
$ 405,402,955
26
153,740,831 10
Note: Revenue less than 10% of the Company’s net revenue.
- 75 -
- 75 -
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Taiwan Semiconductor Manufacturing
Company Limited
Parent Company Only Financial Statements for the
Years Ended December 31, 2022 and 2021 and
Independent Auditors’ Report
- 110 -
Taiwan Semiconductor Manufacturing
Company Limited
Parent Company Only Financial Statements for the
Years Ended December 31, 2022 and 2021 and
Independent Auditors’ Report
- 111 -
- 112 -
- 113 -
to be capable of operating in the intended manner. Changes in these assumptions could have a significant impact
on when depreciation is recognized.
Given the subjectivity in determining the date to commence depreciation of EUI/CIP, performing audit procedures
to evaluate the reasonableness of the Company’s judgments and assumptions required a high degree of auditor
judgment. Consequently, the validity of commencement of depreciation related to PP&E classified as EUI/CIP is
identified as a key audit matter.
Our audit procedures related to the evaluation of when to commence depreciation of EUI/CIP included the
following, among others:
1. We read the Company’s policy and understood the criteria used to determine when to commence depreciation.
2. We tested the effectiveness of the controls over the evaluation of when to commence depreciation of EUI/CIP.
3. We sampled the year-end balance of EUI/CIP and performed the following for each selection:
a. Evaluated whether the selection did not meet the criteria specified by the Company for commencement
of depreciation.
b. Observed the assets and evaluated their status.
4. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the Company for
commencement of depreciation during the year.
5. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the Company for
commencement of depreciation subsequent to year end.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only
Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial
statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities
Issuers, and for such internal control as management determines is necessary to enable the preparation of parent
company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the
Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these parent company only financial statements.
- 114 -
- 2 -
As part of an audit in accordance with the Standards on Auditing of 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 and 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,
2022 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 -
- 3 -
- 116 -
Taiwan Semiconductor Manufacturing Company Limited
Taiwan Semiconductor Manufacturing Company Limited
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
ASSETS
CURRENT ASSETS
ASSETS
CURRENT ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at amortized cost (Note 8)
Cash and cash equivalents (Note 6)
Cash and cash equivalents (Note 6)
Notes and accounts receivable, net (Note 10)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through profit or loss (Note 7)
Receivables from related parties (Note 31)
Financial assets at amortized cost (Note 8)
Financial assets at amortized cost (Note 8)
Other receivables from related parties (Note 31)
Notes and accounts receivable, net (Note 10)
Notes and accounts receivable, net (Note 10)
Inventories (Notes 5 and 11)
Receivables from related parties (Note 31)
Receivables from related parties (Note 31)
Other financial assets
Other receivables from related parties (Note 31)
Other receivables from related parties (Note 31)
Other current assets
Inventories (Notes 5 and 11)
Inventories (Notes 5 and 11)
Other financial assets
Other financial assets
Total current assets
Other current assets
Other current assets
Total current assets
NONCURRENT ASSETS
Total current assets
NONCURRENT ASSETS
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income
Investments accounted for using equity method (Note 12)
Property, plant and equipment (Notes 5 and 13)
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income
Right-of-use assets (Notes 5 and 14)
Investments accounted for using equity method (Note 12)
Investments accounted for using equity method (Note 12)
Intangible assets (Notes 5 and 15)
Property, plant and equipment (Notes 5 and 13)
Property, plant and equipment (Notes 5 and 13)
Deferred income tax assets (Notes 5 and 24)
Right-of-use assets (Notes 5 and 14)
Right-of-use assets (Notes 5 and 14)
Refundable deposits
Intangible assets (Notes 5 and 15)
Intangible assets (Notes 5 and 15)
Other noncurrent assets (Note 31)
Deferred income tax assets (Notes 5 and 24)
Deferred income tax assets (Notes 5 and 24)
Refundable deposits
Refundable deposits
Other noncurrent assets (Note 31)
Other noncurrent assets (Note 31)
Total noncurrent assets
TOTAL
Total noncurrent assets
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
LIABILITIES AND EQUITY
CURRENT LIABILITIES
CURRENT LIABILITIES
Short-term loans (Notes 16 and 28)
Financial liabilities at fair value through profit or loss (Note 7)
Accounts payable
Short-term loans (Notes 16 and 28)
Short-term loans (Notes 16 and 28)
Payables to related parties (Note 31)
Financial liabilities at fair value through profit or loss (Note 7)
Financial liabilities at fair value through profit or loss (Note 7)
Salary and bonus payable
Accounts payable
Accounts payable
Accrued profit sharing bonus to employees and compensation to directors (Note 27)
Payables to related parties (Note 31)
Payables to related parties (Note 31)
Payables to contractors and equipment suppliers
Salary and bonus payable
Salary and bonus payable
Cash dividends payable (Note 19)
Accrued profit sharing bonus to employees and compensation to directors (Note 27)
Accrued profit sharing bonus to employees and compensation to directors (Note 27)
Income tax payable (Notes 5 and 24)
Payables to contractors and equipment suppliers
Payables to contractors and equipment suppliers
Long-term liabilities - current portion (Notes 17 and 28)
Cash dividends payable (Note 19)
Cash dividends payable (Note 19)
Accrued expenses and other current liabilities (Notes 5, 14, 20, 28 and 31)
Income tax payable (Notes 5 and 24)
Income tax payable (Notes 5 and 24)
Long-term liabilities - current portion (Notes 17 and 28)
Long-term liabilities - current portion (Notes 17 and 28)
Accrued expenses and other current liabilities (Notes 5, 14, 20, 28 and 31)
Accrued expenses and other current liabilities (Notes 5, 14, 20, 28 and 31)
Total current liabilities
Total current liabilities
NONCURRENT LIABILITIES
Total current liabilities
NONCURRENT LIABILITIES
NONCURRENT LIABILITIES
Bonds payable (Notes 17 and 28)
Deferred income tax liabilities (Notes 5 and 24)
Lease liabilities (Notes 5, 14 and 28)
Net defined benefit liability (Note 18)
Guarantee deposits
Others (Notes 20 and 31)
Bonds payable (Notes 17 and 28)
Deferred income tax liabilities (Notes 5 and 24)
Lease liabilities (Notes 5, 14 and 28)
Bonds payable (Notes 17 and 28)
Net defined benefit liability (Note 18)
Deferred income tax liabilities (Notes 5 and 24)
Guarantee deposits
Lease liabilities (Notes 5, 14 and 28)
Others (Notes 20 and 31)
Net defined benefit liability (Note 18)
Guarantee deposits
Others (Notes 20 and 31)
Total noncurrent liabilities
December 31, 2022
Amount
%
December 31, 2022
Amount
December 31, 2022
December 31, 2021
Amount
Amount
%
%
December 31, 2021
Amount
December 31, 2021
Amount
%
%
%
$ 628,875,897
552,255
48,732,476
41,311,836
173,044,812
6,357,925
208,282,895
2,801,253
8,591,040
1,118,550,389
1,014,741
727,947,169
2,432,675,050
39,051,427
21,456,104
67,708,061
2,095,656
11,920,467
14
$ 628,875,897
-
552,255
1
48,732,476
$ 396,294,241
14
$ 628,875,897
14
1
41,311,836
-
-
552,255
145,280
4
173,044,812
-
48,732,476
1
1
-
6,357,925
45,900,297
1
1
41,311,836
5
208,282,895
138,352,374
4
173,044,812
4
-
2,801,253
5,227,425
-
-
6,357,925
-
8,591,040
5
208,282,895
5
185,159,848
-
2,801,253
-
3,861,859
25
1,118,550,389
8,264,613
-
8,591,040
-
$ 396,294,241
145,280
-
$ 396,294,241
12
45,900,297
-
145,280
138,352,374
-
-
5,227,425
2
45,900,297
185,159,848
138,352,374
4
3,861,859
-
5,227,425
8,264,613
185,159,848
5
3,861,859
-
783,205,937
8,264,613
-
1,118,550,389
25
1,014,741
727,947,169
2,432,675,050
-
1,014,741
39,051,427
727,947,169
16
21,456,104
2,432,675,050
55
67,708,061
39,051,427
1
2,095,656
21,456,104
1
11,920,467
67,708,061
2
-
2,095,656
3,303,868,675
11,920,467
-
783,205,937
25
-
16
55
998,400
-
1
602,642,544
16
1
1,889,970,529
55
2
30,123,052
1
-
1
22,910,400
-
2
47,780,990
862,893
-
75
-
400
23
783,205,937
998,400
602,642,544
1,889,970,529
-
998,400
30,123,052
18
602,642,544
22,910,400
1,889,970,529
56
47,780,990
30,123,052
1
862,893
22,910,400
1
400
47,780,990
1
862,893
-
2,595,289,208
400
-
12
12
-
23
-
23
-
18
56
18
56
1
1
77
-
3,303,868,675
$ 4,422,419,064
3,303,868,675
75
100
2,595,289,208
75
$ 3,378,495,145
77
2,595,289,208
100
77
$ 4,422,419,064
$ 4,422,419,064
100
100
$ 3,378,495,145
$ 3,378,495,145
100
100
$
-
17,468
48,732,542
10,051,044
31,308,620
61,392,175
200,046,018
142,617,093
120,077,567
18,100,000
266,903,073
899,245,600
361,130,474
908,273
27,593,900
9,321,091
885,273
177,681,258
$
$
-
-
-
17,468
1
48,732,542
$ 114,921,333
-
-
-
-
10,051,044
636,472
-
-
17,468
1
31,308,620
41,204,422
1
1
48,732,542
1
61,392,175
7,687,673
-
-
10,051,044
5
200,046,018
20,814,434
1
1
31,308,620
3
142,617,093
1
61,392,175
36,088,986
1
3
120,077,567
5
200,046,018
136,212,285
5
-
18,100,000
142,617,093
3
3
142,617,093
6
266,903,073
58,755,245
3
3
120,077,567
4,400,000
-
18,100,000
-
20
899,245,600
6
6
266,903,073
141,495,427
$ 114,921,333
636,472
41,204,422
3
$ 114,921,333
7,687,673
-
636,472
20,814,434
1
41,204,422
36,088,986
-
7,687,673
136,212,285
1
20,814,434
142,617,093
36,088,986
1
58,755,245
136,212,285
4
4,400,000
4
142,617,093
141,495,427
58,755,245
2
4,400,000
-
704,833,370
4
141,495,427
20
899,245,600
361,130,474
908,273
27,593,900
8
361,130,474
9,321,091
-
908,273
885,273
27,593,900
1
177,681,258
9,321,091
-
885,273
-
577,520,269
4
177,681,258
704,833,370
20
8
-
1
307,783,409
8
-
-
1,848,966
-
1
18,742,323
4
11,036,879
-
680,137
-
13
4
165,283,508
20
704,833,370
307,783,409
1,848,966
18,742,323
9
307,783,409
11,036,879
1,848,966
-
680,137
18,742,323
1
165,283,508
11,036,879
-
680,137
-
505,375,222
5
165,283,508
20
4
20
15
5
Total noncurrent liabilities
Total liabilities
Total noncurrent liabilities
577,520,269
1,476,765,869
577,520,269
13
33
505,375,222
13
1,210,208,592
15
505,375,222
35
15
1,476,765,869
259,303,805
69,330,328
311,146,899
3,154,310
2,323,223,479
2,637,524,688
35
1,476,765,869
33
259,303,805
69,330,328
6
259,303,805
311,146,899
69,330,328
2
3,154,310
2,323,223,479
311,146,899
7
2,637,524,688
-
3,154,310
(20,505,626)
2,323,223,479
53
2,637,524,688
60
2,945,653,195
(20,505,626)
(1)
1,210,208,592
33
6
2
259,303,805
6
7
2
64,761,602
-
53
311,146,899
7
60
-
59,304,212
(1)
1,536,378,550
53
1,906,829,661
60
67
1,210,208,592
35
259,303,805
64,761,602
8
259,303,805
311,146,899
64,761,602
2
59,304,212
1,536,378,550
9
311,146,899
1,906,829,661
2
59,304,212
(62,608,515)
46
1,536,378,550
57
1,906,829,661
2,168,286,553
(62,608,515)
(2)
(1)
(62,608,515)
46
57
46
57
65
(20,505,626)
2,945,653,195
$ 4,422,419,064
2,945,653,195
67
100
2,168,286,553
67
$ 3,378,495,145
65
2,168,286,553
100
65
$ 4,422,419,064
$ 4,422,419,064
100
100
$ 3,378,495,145
$ 3,378,495,145
100
100
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 19)
Capital surplus (Note 19)
Retained earnings (Note 19)
Capital stock (Note 19)
Capital surplus (Note 19)
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Retained earnings (Note 19)
Capital stock (Note 19)
Appropriated as legal capital reserve
Capital surplus (Note 19)
Appropriated as special capital reserve
Retained earnings (Note 19)
Unappropriated earnings
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 19)
Others (Note 19)
Total equity
Others (Note 19)
Total equity
TOTAL
Total equity
TOTAL
TOTAL
The accompanying notes are an integral part of the parent company only financial statements.
The accompanying notes are an integral part of the parent company only financial statements.
The accompanying notes are an integral part of the parent company only financial statements.
- 117 -
- 117 -
- 117 -
- 117 -
-
2
-
4
-
-
2
5
4
-
-
-
5
-
-
1
1
-
1
-
1
-
3
-
1
3
-
-
1
1
1
-
4
1
4
1
2
4
-
4
4
2
-
9
-
1
9
-
-
-
1
5
-
-
8
2
8
9
2
2
9
2
(2)
(2)
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2022
2021
Amount
%
Amount
%
NET REVENUE (Notes 5, 20 and 31)
$ 2,252,320,561
100
$ 1,574,745,881
100
COST OF REVENUE (Notes 5, 11, 27 and 31)
951,927,673
42
786,116,844
50
GROSS PROFIT
1,300,392,888
58
788,629,037
50
OPERATING EXPENSES (Notes 5, 27 and 31)
Research and development
General and administrative
Marketing
Total operating expenses
160,813,633
42,764,642
6,059,649
209,637,924
7
2
-
9
123,417,275
30,967,600
4,282,882
8
2
-
158,667,757
10
OTHER OPERATING INCOME AND EXPENSES, NET
(Notes 13 and 27)
(8,275)
(1)
(328,444)
-
INCOME FROM OPERATIONS
1,090,746,689
48
629,632,836
40
NON-OPERATING INCOME AND EXPENSES
Share of profits of subsidiaries and associates (Note 12)
Interest income (Note 21)
Other income
Foreign exchange gain, net (Note 33)
Finance costs (Note 22)
Other gains and losses, net (Note 23)
42,415,408
5,957,864
887,958
853,022
(3,240,406)
3,053,281
Total non-operating income and expenses
49,927,127
2
1
-
-
-
-
3
26,837,174
927,754
789,810
14,682,696
(2,534,721)
(9,833,358)
30,869,355
2
-
-
1
-
(1)
2
INCOME BEFORE INCOME TAX
1,140,673,816
51
660,502,191
42
INCOME TAX EXPENSE (Notes 5 and 24)
124,143,567
6
63,962,178
4
NET INCOME
1,016,530,249
45
596,540,013
38
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 5,
12, 18, 19 and 24)
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
Loss on hedging instruments
Share of other comprehensive gain/(loss) of subsidiaries
and associates
Income tax benefit (expense) related to items that will
not be reclassified subsequently
(823,060)
18,979
-
(127,903)
733,956
(198,028)
-
-
-
-
-
-
242,079
170,127
(41,416)
1,697,885
(85,269)
1,983,406
-
-
-
-
-
-
(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)
2022
2021
Amount
%
Amount
%
Items that may be reclassified subsequently to profit or
loss:
Exchange differences arising on translation of foreign
operations
$
51,030,928
2
$
(6,182,507)
Share of other comprehensive loss of subsidiaries and
associates
Income tax benefit (expense) related to items that may
be reclassified subsequently
(8,244,295)
6,036
42,792,669
Other comprehensive income (loss), net of income tax
42,594,641
-
-
2
2
(3,419,483)
(3,370)
(9,605,360)
(7,621,954)
-
-
-
-
-
TOTAL COMPREHENSIVE INCOME
$ 1,059,124,890
47
$ 588,918,059
38
EARNINGS PER SHARE (NT$, Note 25)
Basic earnings per share
Diluted earnings per share
$
$
39.20
39.20
$
$
23.01
23.01
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)
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 subsidiaries and associates
Interest income
Share-based compensation
Loss (gain) on disposal or retirement of property, plant and equipment, net
Loss (gain) on disposal or retirement of intangible assets, net
Impairment loss on property, plant and equipment
Loss (gain) on foreign exchange, net
Dividend income
Others
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
-
-
0
0
2
2
1
1
-
-
Inventories
Other financial assets
Other current assets
Other noncurrent assets
Accounts payable
Payables to related parties
Salary and bonus payable
Other noncurrent liabilities
Net defined benefit liability
Cash generated from operations
Income taxes paid
Accrued profit sharing bonus to employees and compensation to directors
Accrued expenses and other current liabilities
2022
2021
$ 1,140,673,816
$ 660,502,191
413,595,082
8,706,961
10,341
3,240,406
402,931,257
8,100,730
2,534,721
(42,415,408)
(26,837,174)
(5,957,864)
(927,754)
-
-
266,746
(436,567)
3,720
790,740
9,965,603
(207,028)
131,637
(1,025,979)
4,588,461
(34,692,438)
(1,074,087)
(23,123,047)
1,894,328
(712,233)
(8,532,751)
7,528,120
2,362,846
10,494,186
25,303,189
47,110,082
86,831,552
222,387
(7,332)
274,388
(16,975,706)
(178,979)
(370,086)
2,482,448
(11,289,182)
(36,571,200)
(3,503,728)
(54,861,812)
(2,371,699)
(2,445,945)
-
4,965,785
(746,871)
3,336,396
826,049
82,992,551
154,036,474
(2,538,848)
(635,116)
1,642,781,566
1,165,482,793
(83,364,086)
(81,550,608)
Net cash generated by operating activities
1,559,417,480
1,083,932,185
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial assets at amortized cost
Equity interest in subsidiary
Property, plant and equipment
Intangible assets
Proceeds from disposal or redemption of:
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
Proceeds from return of capital of investments in equity instruments at fair
value through other comprehensive income
(97,748,105)
-
(157,243)
(897,574,802)
(793,327,208)
(6,679,871)
(8,998,084)
-
-
-
462,138
6,257
(Continued)
49,190,000
1,665,212
3,750
2,938
- 121 -
.
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T
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit losses recognized on investments in debt instruments
Finance costs
Share of profits of subsidiaries and associates
Interest income
Share-based compensation
Loss (gain) on disposal or retirement of property, plant and equipment, net
Loss (gain) on disposal or retirement of intangible assets, net
Impairment loss on property, plant and equipment
Loss (gain) on foreign exchange, net
Dividend income
Others
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss
Notes and accounts receivable, net
Receivables from related parties
Other receivables from related parties
Inventories
Other financial assets
Other current assets
Other noncurrent assets
Accounts payable
Payables to related parties
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors
Accrued expenses and other current liabilities
Other noncurrent liabilities
Net defined benefit liability
Cash generated from operations
Income taxes paid
-
0
2
1
-
2022
2021
$ 1,140,673,816
$ 660,502,191
413,595,082
8,706,961
10,341
3,240,406
(42,415,408)
(5,957,864)
266,746
(436,567)
3,720
790,740
9,965,603
(207,028)
131,637
402,931,257
8,100,730
-
2,534,721
(26,837,174)
(927,754)
-
222,387
(7,332)
274,388
(16,975,706)
(178,979)
(370,086)
(1,025,979)
4,588,461
(34,692,438)
(1,074,087)
(23,123,047)
1,894,328
(712,233)
(8,532,751)
7,528,120
2,362,846
10,494,186
25,303,189
47,110,082
86,831,552
(2,538,848)
2,482,448
(11,289,182)
(36,571,200)
(3,503,728)
(54,861,812)
(2,371,699)
(2,445,945)
-
4,965,785
(746,871)
3,336,396
826,049
82,992,551
154,036,474
(635,116)
1,165,482,793
(81,550,608)
(83,364,086)
1,642,781,566
Net cash generated by operating activities
1,559,417,480
1,083,932,185
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial assets at amortized cost
Equity interest in subsidiary
Property, plant and equipment
Intangible assets
Proceeds from disposal or redemption of:
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
Proceeds from return of capital of investments in equity instruments at fair
value through other comprehensive income
(97,748,105)
-
(897,574,802)
(6,679,871)
-
(157,243)
(793,327,208)
(8,998,084)
49,190,000
1,665,212
3,750
2,938
-
462,138
-
6,257
(Continued)
- 121 -
- 121 -
Taiwan Semiconductor Manufacturing Company Limited
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
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
$
2022
2021
$
4,889,786
207,028
3,248,044
-
(1,611,716)
406,185
902,872
178,979
2,560,790
(1,200,000)
(225,347)
605,714
Net cash used in investing activities
(944,001,551)
(799,191,132)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans
Proceeds from issuance of bonds
Repayment of bonds
Payments for transaction costs attributable to the issuance of bonds
Treasury stock acquired
Repayment of the principal portion of lease liabilities
Interest paid
Guarantee deposits received
Guarantee deposits refunded
Cash dividends
Disposal of ownership interests in subsidiaries (without losing control)
Payment of partial acquisition of interests in subsidiaries
Proceeds from partial disposal of interests in subsidiaries
Donation from shareholders
(111,959,992)
65,400,000
(4,400,000)
(69,528)
(871,566)
(1,848,257)
(3,757,985)
216,589
(45,643)
(285,234,185)
-
(40,421,374)
144,505
13,163
(50,538,933)
142,318,000
(2,600,000)
(146,157)
-
(1,466,130)
(1,997,383)
467,964
(7,234)
(265,786,399)
9,451,798
(21,318,931)
-
10,876
Net cash used in financing activities
(382,834,273)
(191,612,529)
NET INCREASE IN CASH AND CASH EQUIVALENTS
232,581,656
93,128,524
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
396,294,241
303,165,717
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 628,875,897
$ 396,294,241
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
effective date starting 2023
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(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, sales, 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 14, 2023.
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. The IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC with
New, Revised or Amended Standards and Interpretations
by IASB
Effective Date Issued
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
January 1, 2023
January 1, 2023
January 1, 2023
- 122 -
- 122 -
- 123 -
Taiwan Semiconductor Manufacturing Company Limited
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(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, sales, 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 14, 2023.
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. The IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC with
effective date starting 2023
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
January 1, 2023
January 1, 2023
January 1, 2023
- 123 -
- 123 -
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
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
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
To be determined by IASB
equity.
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current” and “Non-current Liabilities with Covenants”
January 1, 2024
Classification of Current and Noncurrent Assets and Liabilities
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 from the
initial adoption of the aforementioned standards or interpretations and related applicable period. The
related impact will be disclosed when the Company completes its evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the convenience of readers, the accompanying parent company only financial statements have been
translated into English from the original Chinese version prepared and used in the R.O.C. If there is any
conflict between the English version and the original Chinese version or any difference in the interpretation
of the two versions, the Chinese-language parent company only financial statements shall prevail.
Statement of Compliance
The accompanying parent company only financial statements have been prepared in conformity with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Accounting Standards
Used in Preparation of the Parent Company Only Financial Statements”).
Basis of Preparation
The accompanying parent company only financial statements have been prepared on the historical cost basis
except for financial instruments that are measured at fair values, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
When preparing the parent company only financial statements, the Company account for subsidiaries and
associates by using the equity method. In order to agree with the amount of net income, other comprehensive
income and equity attributable to shareholders of the parent in the consolidated financial statements, the
differences of the accounting treatment between the parent company only basis and the consolidated basis
are adjusted under the heading of investments accounted for using equity method, share of profits of
subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the
parent company only financial statements.
Foreign Currencies
In preparing the parent company only financial statements, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or loss in
the year in which they arise. Non-monetary items measured at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange
differences arising on the retranslation of non-monetary items are included in profit or loss for the year except
for exchange differences arising on the retranslation of non-monetary items in respect of which gains and
losses are recognized directly in other comprehensive income, in which case, the exchange differences are
also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of
historical cost in foreign currencies are not retranslated.
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- 124 -
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, 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
Cash Equivalents
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.
- 125 -
For the purposes of presenting parent company only financial statements, the assets and liabilities of the
Company’s foreign operations are translated into NT$ using exchange rates prevailing at the end of each
reporting period. Income and expense items are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in
equity.
Classification of Current and Noncurrent Assets and Liabilities
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or
consumed within one year from the end of the reporting period. Current liabilities are obligations incurred
for trading purposes and obligations expected to be settled within one year from the end of the reporting
period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities, respectively.
Cash Equivalents
Cash equivalents, for the purpose of meeting short-term cash commitments, consist of highly liquid time
deposits and investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial Instruments
Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual
provisions of the instruments.
Financial assets and liabilities are initially recognized at fair values. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in profit or loss.
Financial Assets
The classification of financial assets depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition. Regular way purchases or sales of financial assets are recognized
and derecognized on a trade date or settlement date basis for which financial assets were classified in the
same way, respectively. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation or convention in the marketplace.
a. Category of financial assets and measurement
Financial assets are classified into the following categories: financial assets at FVTPL, investments in
debt instruments and equity instruments at FVTOCI, and financial assets at amortized cost.
1) Financial asset at FVTPL
For certain financial assets which include debt instruments that do not meet the criteria of amortized
cost or FVTOCI, it is mandatorily required to measure them at FVTPL. Any gain or loss arising
from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss
incorporates any interest earned on the financial asset.
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- 125 -
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, commercial paper, debt instrument investments, notes and accounts
receivable (including related parties), other receivables, refundable deposits and temporary payments
(classified under other current assets and other noncurrent assets) 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.
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
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
and an equity instrument.
Equity instruments
of direct issue costs.
Financial liabilities
FVTPL.
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
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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- 126 -
- 127 -
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, commercial paper, debt instrument investments, notes and accounts
receivable (including related parties), other receivables, refundable deposits and temporary payments
(classified under other current assets and other noncurrent assets) 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.
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.
- 126 -
- 127 -
- 127 -
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 transferred from equity to 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.
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, acquisition
of the item of property, plant and equipment or borrowing costs eligible for capitalization.
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.
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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.
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.
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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.
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.
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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.
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.
Treasury Stock
Treasury stock represents the outstanding shares that the Company buys back from market, which is stated at
cost and shown as a deduction in shareholders’ equity. When the Company retires treasury stock, the treasury
stock account is reduced and the common stock as well as the capital surplus - additional paid-in capital are
reversed on a pro rata basis. When the book value of the treasury stock exceeds the sum of the par value and
additional paid-in capital, the difference is charged to capital surplus - treasury stock transactions and to
retained earnings for any remaining amount.
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Share-based payment arrangements
a. Equity-settled share-based payment arrangements
Restricted shares for employees are expensed on a straight-line basis over the vesting period, based on
the fair value at the grant date and the Company’s best estimate of the number expected to ultimately
vest, with a corresponding increase in other equity - unearned employee benefits.
When restricted shares for employees are issued, other equity - unearned employee benefits is recognized
on the grant date, with a corresponding increase in capital surplus - restricted shares for employees.
Dividends paid to employees on restricted shares which do not need to be returned if employees resign
in the vesting period are recognized as expenses upon the dividend declaration with a corresponding
adjustment in retained earnings.
At the end of each reporting period, the Company revises its estimate of the number of restricted shares
for employees that are expected to vest. The impact from such revision is recognized in profit or loss so
that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital
surplus - restricted shares for employees.
b. Cash-settled share-based payment arrangements
For cash-settled share-based payments, a liability is recognized for the services acquired, measured at the
fair value of the liability incurred. At the end of each reporting period until the liability is settled, and at
the date of settlement, the fair value of the liability is remeasured, with any changes in fair value
recognized in profit or loss.
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
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at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable
profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which
the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Company expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also
recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
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.
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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
Commercial paper
Repurchase agreements
December 31,
2022
December 31,
2021
$ 618,449,503
9,566,430
859,964
$ 395,463,340
-
830,901
$ 628,875,897
$ 396,294,241
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.
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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,
2022
December 31,
2021
$ 552,255
$ 145,280
$ 17,468
$ 636,472
The Company entered into forward exchange contracts to manage exposures due to fluctuations of foreign
exchange rates. These forward exchange contracts did not meet the criteria for hedge accounting. Therefore,
the Company did not apply hedge accounting treatment for these forward exchange contracts.
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2022
Sell NT$
January 2023 to March 2023
NT$
79,610,590
December 31, 2021
Sell NT$
January 2022 to March 2022
NT$ 132,734,482
8. FINANCIAL ASSETS AT AMORTIZED COST
Commercial paper
Less: Allowance for impairment loss
December 31,
2022
$ 48,742,817
(10,341)
$ 48,732,476
Refer to Note 30 for information relating to credit risk management and expected credit loss for financial
assets at amortized cost.
9. HEDGING FINANCIAL INSTRUMENTS
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.
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On the basis of economic relationships, the Company expects that the value of forward exchange contracts
and the value of hedged transactions 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 during the hedging period. For the years ended
December 31, 2021, 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 effect of hedging foreign currency risk for the years ended December 31, 2021 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts
Hedged Items
Forecast transaction (capital expenditures)
10. NOTES AND ACCOUNTS RECEIVABLE, NET
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
Change in
Value Used for
Calculating
Hedge
Ineffectiveness
Years Ended
December 31,
2021
$ (41,416)
$ 41,416
December 31,
2022
December 31,
2021
$ 34,316,916
(330,686)
33,986,230
$ 42,046,293
(345,905)
41,700,388
7,325,606
4,199,909
$ 41,311,836
$ 45,900,297
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.
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Aging analysis of notes and accounts receivable
Not past due
Past due
Past due within 30 days
Past due over 31 days
Less: Loss allowance
December 31,
2022
December 31,
2021
$ 40,353,856
$ 44,056,424
1,268,778
19,888
(330,686)
2,188,337
1,441
(345,905)
$ 41,311,836
$ 45,900,297
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
2022
2021
$ 345,905
(15,219)
$ 243,710
102,195
$ 330,686
$ 345,905
For the years ended December 31, 2022 and 2021, the changes in loss allowance were mainly due to the
variations in the balance of accounts receivable of different risk levels.
11. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2022
December 31,
2021
$ 52,318,299
120,893,772
19,750,618
15,320,206
$ 32,290,346
134,097,879
10,368,446
8,403,177
$ 208,282,895
$ 185,159,848
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 during reporting period. The amounts
are illustrated below:
Inventory losses
$ 4,613,077
$
520,096
Years Ended December 31
2022
2021
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12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investments accounted for using the equity method consisted of the following:
Subsidiaries
Associates
a. Investments in subsidiaries
Subsidiaries consisted of the following:
December 31,
2022
December 31,
2021
$ 700,324,717
27,622,452
$ 580,702,074
21,940,470
$ 727,947,169
$ 602,642,544
Subsidiaries
Principal Activities
TSMC North America Selling and marketing of
TSMC Global Ltd.
(TSMC Global)
TSMC China
Company Limited
(TSMC China)
TSMC Nanjing
Company Limited
(TSMC Nanjing)
TSMC Partners, Ltd.
(TSMC Partners)
TSMC Arizona
Corporation (TSMC
Arizona)
Japan Advanced
Semiconductor
Manufacturing, Inc.
(JASM)
VisEra Technologies
Company Ltd.
(VisEra Tech)
Emerging Fund
L.P.(Emerging
Fund)
TSMC Japan 3DIC
R&D Center, Inc.
(TSMC 3DIC)
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)
Investing in companies involved
Tortola, British
63,697,217
54,968,185
100%
100%
Place of
Incorporation
and Operation
Tortola, British
Virgin Islands
Shanghai, China
Carrying Amount
Percentage of Ownership
December 31,
December 31,
December 31,
December 31,
2022
2021
$ 411,992,426
$ 374,639,406
87,028,722
73,470,628
2022
100%
100%
2021
100%
100%
Nanjing, China
67,385,300
46,159,494
100%
100%
Virgin Islands
Phoenix, Arizona,
25,639,079
16,667,696
100%
100%
U.S.A.
Kumamoto, Japan
23,330,125
1,383,554
71%
100%
Hsinchu, Taiwan
11,467,860
6,521,231
68%
73%
San Jose,
California,
U.S.A.
Cayman Islands
5,449,755
4,871,149
100%
100%
1,760,885
286,205
99.9%
99.9%
Investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
in the design, manufacture, and
other related business in the
semiconductor industry and
other investment activities
Manufacturing, selling and testing
of integrated circuits and other
semiconductor devices
Manufacturing, sales, testing and
computer aided design of
integrated circuits and other
semiconductor devices
Research, design, development,
manufacturing, sales,
packaging and test of color
filter
integrated circuits and other
semiconductor devices
Investing in technology start-up
companies
Engineering support activities
Yokohama, Japan
1,172,706
270,513
100%
100%
Customer service and supporting
Amsterdam, the
527,693
509,880
activities
Engineering support activities
Netherlands
Yokohama, Japan
376,176
368,144
100%
100%
100%
100%
Investing in new start-up
technology companies
Cayman Islands
246,702
300,401
98%
98%
Customer service and supporting
Yokohama, Japan
134,560
132,411
activities
Investing in new start-up
technology companies
Cayman Islands
71,429
112,320
100%
98%
100%
98%
Customer service and supporting
Seoul, Korea
44,082
40,857
100%
100%
activities
$ 700,324,717
$ 580,702,074
- 139 -
- 139 -
The Company increased its investment in TSMC Arizona for the amount of NT$15,372,500 thousand
and NT$20,787,702 thousand in both of 2022 and 2021, respectively. Under the terms of the development
agreement entered into between TSMC Arizona and the City of Phoenix, the City of Phoenix commits
approximately US$205 million toward various public infrastructure projects in the area of the proposed
manufacturing facility, conditioned on TSMC Arizona’s achieving a minimum project scale with defined
spending and job-creation thresholds.
The Company established a subsidiary, JASM, in December 2021 and invested in JASM for the amount
of NT$1,416,921 thousand in January 2022. The Company continually increased its investment in JASM
for the amount of NT$23,150,164 in 2022. After JASM’s capital increase in January 2022, the Company’s
shareholding in JASM decreased from 100% to 81%. In addition, JASM increased its capital by issuing
noncumulative preferred shares and common shares in April 2022, the Company’s shareholding in JASM
decreased from 81% to 71% and the proportion of voting right remain 81%. The aforementioned
transactions were accounted for as an equity transaction since the transaction did not change the
Company’s control over JASM.
To facilitate VisEra’s IPO in Taiwan in June 2022, 39,501 thousand common shares of VisEra at a price
of NT$240 were sold by the Company and an increase of NT$8,406,282 thousand in capital surplus was
recognized. The Company’s shareholding in VisEra decreased from 87% to 73%. In addition, VisEra has
increased its capital in June 2022. After the increase in capital, the Company’s shareholding in VisEra
decreased from 73% to 68%. The aforementioned transactions were accounted for as an equity transaction
since the transaction did not change the Company’s control over VisEra.
The Company established a subsidiary in January 2021 and, in both of 2022 and 2021, continually
increased its investment in Emerging Fund for the amounts of NT$1,033,339 thousand and NT$298,618
thousand, respectively.
The Company established a subsidiary in March 2021 and, in both of 2022 and 2021, continually
increased its investment in TSMC 3DIC for the amounts of NT$865,370 thousand and NT$278,986
thousand, respectively.
b. Investments in associates
Associates consisted of the following:
Name of Associate
Principal Activities
Vanguard International
Semiconductor
Corporation (VIS)
Manufacturing, sales, packaging,
testing and computer-aided
design of integrated circuits
and other semiconductor
devices and the manufacturing
and design service of masks
Place of
Incorporation
and Operation
Carrying Amount
% of Ownership and Voting
Rights Held by the Company
December 31,
December 31,
December 31,
December 31,
2022
2021
2022
2021
Hsinchu, Taiwan
$ 13,492,653
$ 10,613,127
28%
28%
Systems on Silicon
Manufacturing
Company Pte Ltd.
(SSMC)
Manufacturing and selling of
Singapore
8,934,731
6,795,699
39%
39%
integrated circuits and other
semiconductor devices
Xintec Inc. (Xintec)
Wafer level chip size packaging
Taoyuan, Taiwan
3,528,417
3,046,961
41%
41%
and wafer level post
passivation interconnection
service
Global Unichip
Researching, developing,
Hsinchu, Taiwan
1,666,651
1,484,683
35%
35%
Corporation (GUC)
manufacturing, testing and
marketing of integrated circuits
$ 27,622,452
$ 21,940,470
As of December 31, 2022 and 2021, 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.
- 140 -
- 140 -
The market prices of the associates’ ownership held by the Company in publicly traded stocks calculated
by the closing price at the end of the reporting period are summarized as follows. The closing price
represents the quoted price in active markets, the level 1 fair value measurement.
Name of Associate
VIS
GUC
Xintec
13. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
Assets used by the Company
December 31,
2022
December 31,
2021
$ 35,977,321
$ 29,926,918
$ 10,716,449
$ 73,347,312
$ 27,359,085
$ 15,913,315
December 31,
2022
December 31,
2021
$ 2,432,657,698 $ 1,889,970,502
27
17,352
$ 2,432,675,050 $ 1,889,970,529
Land
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2022
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
$
3,212,000
-
-
$ 536,912,374
51,982,217
(228,870 )
$ 3,814,331,964
289,897,592
(30,528,791 )
$
71,312,061
9,288,321
(1,659,656 )
$ 552,647,944
604,897,876
-
$ 4,978,416,343
956,066,006
(32,417,317 )
-
-
(65,780 )
-
-
(65,780 )
Balance at December 31, 2022
$
3,212,000
$ 588,665,721
$ 4,073,634,985
$
78,940,726
$ 1,157,545,820
$ 5,901,999,252
Accumulated depreciation
and impairment
Balance at January 1, 2022
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
Impairment
$
Balance at December 31, 2022
$
Carrying amounts at December 31,
-
-
-
-
-
-
$ 281,421,525
33,911,674
(225,637 )
$ 2,758,724,265
368,684,999
(29,073,004 )
$
$
48,300,051
8,506,391
(1,659,184 )
-
-
-
$ 3,088,445,841
411,103,064
(30,957,825 )
-
-
(40,266 )
-
-
-
-
790,740
(40,266 )
790,740
$ 315,107,562
$ 3,098,295,994
$
55,147,258
$
790,740
$ 3,469,341,554
2022
Cost
Balance at January 1, 2021
Additions
Disposals or retirements
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
$
3,212,000
$ 273,558,159
$ 975,338,991
$
23,793,468
$ 1,156,755,080
$ 2,432,657,698
$
3,212,000
-
-
$ 485,468,808
51,472,846
(29,280 )
$ 3,449,111,312
391,166,029
(27,144,388 )
$
63,277,681
8,187,623
(153,243 )
$ 220,142,047
332,505,897
-
$ 4,221,211,848
783,332,395
(27,326,911 )
-
-
-
-
1,443,590
(244,579 )
-
-
-
-
1,443,590
(244,579 )
Balance at December 31, 2021
$
3,212,000
$ 536,912,374
$ 3,814,331,964
$
71,312,061
$ 552,647,944
$ 4,978,416,343
(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, 2021
Additions
Disposals or retirements
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
Impairment
$
Balance at December 31, 2021
$
Carrying amounts at December 31,
-
-
-
-
-
-
-
$ 249,513,714
31,932,475
(24,664 )
$ 2,420,657,989
360,603,748
(23,180,397 )
$
40,232,639
8,219,832
(152,420 )
$
-
-
-
436,816
(68,279 )
274,388
-
-
-
$ 281,421,525
$ 2,758,724,265
$
48,300,051
$
-
-
-
-
-
-
-
2021
$
3,212,000
$ 255,490,849
$ 1,055,607,699
$
23,012,010
$ 552,647,944
$ 2,710,404,342
400,756,055
(23,357,481 )
436,816
(68,279 )
274,388
$ 3,088,445,841
$ 1,889,970,502
(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 2022 and 2021, the Company recognized an impairment loss of NT$790,740 thousand
and NT$274,388 thousand for certain machinery and equipment that were assessed to have no future use, and
the recoverable amount of certain machinery and equipment was nil. Such impairment loss was recognized
in other operating income and expenses.
Information about capitalized interest is set out in Note 22.
14. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Office equipment
December 31,
2022
December 31,
2021
$ 38,121,835
911,108
18,484
$ 29,525,788
574,009
23,255
$ 39,051,427
$ 30,123,052
Years Ended December 31
2022
2021
Additions to right-of-use assets
$ 11,808,591
$ 7,053,815
Depreciation of right-of-use assets
Land
Buildings
Office equipment
$ 2,102,934
365,167
15,728
$ 1,810,555
203,006
15,092
$ 2,483,829
$ 2,028,653
- 142 -
- 142 -
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
Office equipment
c. Material terms of right-of-use assets
December 31,
2022
December 31,
2021
$ 2,029,362
27,593,900
$ 1,591,153
18,742,323
$ 29,623,262
$ 20,333,476
December 31,
2022
December 31,
2021
0.39%-2.30%
0.39%-1.76%
0.28%-1.73%
0.39%-0.94%
0.39%-0.71%
0.28%-0.69%
The Company leases land and buildings mainly for the use of plants and offices with lease terms of 1 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.
d. Other lease information
Expenses relating to short-term leases
Total cash outflow for leases
15. INTANGIBLE ASSETS
Years Ended December 31
2022
2021
$ 4,616,518
$ 7,037,733
$ 5,250,134
$ 6,975,064
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2022
Additions
Disposals or retirements
$
1,567,756
-
-
$ 23,483,138
2,253,096
$ 43,072,450
4,815,294
(29,991 )
(66,261 )
$ 11,465,356
202,915
-
$ 79,588,700
7,271,305
(96,252 )
Balance at December 31, 2022
$
1,567,756
$ 25,706,243
$ 47,821,483
$ 11,668,271
$ 86,763,753
Accumulated amortization and
impairment
Balance at January 1, 2022
Additions
Disposals or retirements
Balance at December 31, 2022
Carrying amounts at December 31, 2022
$
$
$
-
-
-
-
$ 14,861,472
2,793,540
$ 33,599,582
4,722,380
$
(11,351 )
(66,261 )
8,217,246
1,191,041
-
$ 56,678,300
8,706,961
(77,612 )
$ 17,643,661
$ 38,255,701
$
9,408,287
$ 65,307,649
1,567,756
$
8,062,582
$
9,565,782
$
2,259,984
$ 21,456,104
(Continued)
- 143 -
- 143 -
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2021
Additions
Disposals or retirements
$
1,567,756
-
-
$ 22,110,332
1,372,806
-
$ 35,685,061
7,686,449
(299,060 )
$ 11,245,851
219,505
-
$ 70,609,000
9,278,760
(299,060 )
Balance at December 31, 2021
$
1,567,756
$ 23,483,138
$ 43,072,450
$ 11,465,356
$ 79,588,700
Accumulated amortization and
impairment
Balance at January 1, 2021
Additions
Disposals or retirements
Balance at December 31, 2021
Carrying amounts at December 31, 2021
$
$
$
-
-
-
-
$ 12,174,686
2,686,786
-
$ 29,683,225
4,214,190
(297,833 )
$
7,017,492
1,199,754
-
$ 48,875,403
8,100,730
(297,833 )
$ 14,861,472
$ 33,599,582
$
8,217,246
$ 56,678,300
1,567,756
$
8,621,666
$
9,472,868
$
3,248,110
$ 22,910,400
(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 8.7% and 8.0% in its test of impairment as of December 31, 2022 and 2021,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2022 and 2021, the Company did not recognize any impairment loss on
goodwill.
16. SHORT-TERM LOANS
Unsecured loans
Loan content
EUR (in thousands)
Annual interest rate
Maturity date
17. BONDS PAYABLE
Domestic unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2021
$ 114,921,333
$
3,652,935
(0.73)%-0%
Due by June
2022
December 31,
2022
December 31,
2021
$ 379,526,000
(295,526)
(18,100,000)
$ 312,448,000
(264,591)
(4,400,000)
$ 361,130,474
$ 307,783,409
- 144 -
- 144 -
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
NT$ unsecured
bonds
101-3
101-4
102-1
102-2
102-4
109-1
109-2
109-3
109-4
-
C
C
B
D
E
F
A
B
C
A
B
C
A
B
C
A
B
C
October 2012 to
October 2022
January 2013 to
January 2023
February 2013 to
February 2023
July 2013 to July
2023
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
April 2020 to
April 2030
May 2020 to May
2025
$ 4,400,000
1.53%
Bullet repayment; interest
3,000,000
1.49%
payable annually
The same as above
3,600,000
1.50%
The same as above
3,500,000
1.70%
The same as above
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)
5,400,000
2.05%
The same as above
2,600,000
2.10%
Bullet repayment; interest
3,000,000
0.58%
payable annually
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
July 2020 to July
6,300,000
0.65%
2027
Two equal installments in
last two years; interest
payable annually
The same as above
July 2020 to July
1,900,000
0.67%
The same as above
2030
(Continued)
- 145 -
- 145 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
109-5
109-6
(Green bond)
109-7
110-1
110-2
110-3
110-4
110-6
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
D
A
B
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
March 2021 to
March 2026
March 2021 to
March 2028
March 2021 to
March 2031
May 2021 to May
2026
$ 4,800,000
0.50%
8,000,000
0.58%
Two equal installments in
last two years; interest
payable annually
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
4,800,000
0.50%
Bullet repayment; interest
11,400,000
0.55%
payable annually
The same as above
4,900,000
0.60%
The same as above
5,200,000
0.50%
The same as above
May 2021 to May
8,400,000
0.58%
The same as above
2028
May 2021 to May
5,600,000
0.65%
The same as above
2031
June 2021 to June
6,900,000
0.52%
The same as above
2026
June 2021 to June
7,900,000
0.58%
The same as above
2028
June 2021 to June
4,900,000
0.65%
The same as above
2031
August 2021 to
August 2025
August 2021 to
August 2026
August 2021 to
August 2028
August 2021 to
August 2031
October 2021 to
April 2026
October 2021 to
October 2026
4,000,000
0.485% The same as above
8,000,000
0.50%
The same as above
5,400,000
0.55%
The same as above
4,200,000
0.62%
The same as above
3,200,000
0.535% The same as above
6,900,000
0.54%
The same as above
(Continued)
- 146 -
- 146 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
110-6
110-7
111-1
(Green bond)
111-2
111-3
(Green bond)
111-4
(Green bond)
111-5
111-6
(Green bond)
C
D
A
B
C
A
B
A
B
C
-
A
B
C
D
A
B
C
D
A
B
C
October 2021 to
October 2028
October 2021 to
October 2031
December 2021 to
December 2026
December 2021 to
June 2027
December 2021 to
December 2028
January 2022 to
January 2027
January 2022 to
January 2029
March 2022 to
September 2026
March 2022 to
March 2027
March 2022 to
March 2029
May 2022 to May
2027
$ 4,600,000
0.60%
Bullet repayment; interest
1,600,000
0.62%
payable annually
The same as above
7,700,000
0.65%
The same as above
3,500,000
0.675% The same as above
5,500,000
0.72%
The same as above
2,100,000
0.63%
The same as above
3,300,000
0.72%
The same as above
3,000,000
0.84%
The same as above
9,600,000
0.85%
The same as above
1,600,000
0.90%
The same as above
6,100,000
1.50%
The same as above
July 2022 to July
1,200,000
1.60%
The same as above
2026
July 2022 to July
10,100,000
1.70%
The same as above
2027
July 2022 to July
1,200,000
1.75%
The same as above
2029
July 2022 to July
1,400,000
1.95%
The same as above
2032
August 2022 to
June 2027
August 2022 to
August 2027
August 2022 to
August 2029
August 2022 to
August 2032
October 2022 to
October 2027
October 2022 to
October 2029
October 2022 to
October 2032
2,000,000
1.65%
The same as above
8,900,000
1.65%
The same as above
2,200,000
1.65%
The same as above
2,500,000
1.82%
The same as above
5,700,000
1.75%
The same as above
1,000,000
1.80%
The same as above
3,500,000
2.00%
The same as above
(Concluded)
- 147 -
- 147 -
Issuance
Tranche
Issuance Period
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
US$ unsecured
bonds
109-1
110-5
-
-
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
September 2021 to
September 2051
1,000,000
3.10%
The same as above
18. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant
to the Act, the Company has made monthly contributions equal to 6% of each employee’s monthly salary
to employees’ pension accounts. Accordingly, the Company recognized expenses of NT$3,663,757
thousand and NT$3,028,282 thousand for the years ended December 31, 2022 and 2021, 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
Years Ended December 31
2022
2021
$
$
134,376
74,265
208,641
145,289
47,196
192,485
interest expense)
Actuarial loss arising from experience adjustments
(429,948)
1,413,760
(73,298)
94,278
(Continued)
- 148 -
- 148 -
Actuarial loss arising from changes in demographic
assumptions
Actuarial gain arising from changes in financial assumptions
Components of defined benefit costs recognized in other
comprehensive income
Total
Years Ended December 31
2022
2021
$
-
(160,752)
$
277,454
(540,513)
823,060
(242,079)
$ 1,031,701
$
(49,594)
(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
2022
2021
$ 135,125
55,632
15,129
2,755
$ 124,548
52,801
12,430
2,706
$ 208,641
$ 192,485
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2022
December 31,
2021
Present value of defined benefit obligation
Fair value of plan assets
$ 17,483,951
(8,162,860)
$ 16,585,442
(5,548,563)
Net defined benefit liability
$ 9,321,091
$ 11,036,879
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
2022
2021
$ 16,585,442
134,376
120,791
$ 16,980,277
145,289
66,664
Actuarial loss arising from experience adjustments
Actuarial loss arising from changes in demographic
assumptions
Actuarial gain arising from changes in financial assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
1,413,760
94,278
-
(160,752)
(585,343)
(24,323)
277,454
(540,513)
(431,817)
(6,190)
Balance, end of year
$ 17,483,951
$ 16,585,442
- 149 -
- 149 -
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
Years Ended December 31
2022
2021
$ 5,548,563
46,526
$ 5,066,203
19,468
429,948
2,723,166
(585,343)
73,298
821,411
(431,817)
Balance, end of year
$ 8,162,860
$ 5,548,563
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,
2022
December 31,
2021
$ 1,337,893
4,696,909
2,128,058
$ 1,000,961
2,951,835
1,595,767
$ 8,162,860
$ 5,548,563
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,
2022
December 31,
2021
1.80%
4.00%
0.75%
3.00%
Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to
the following risks:
1) Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc. The
investment is conducted at the discretion of the government’s designated authorities or under the
mandated management. However, under the R.O.C. Labor Standards Law, the rate of return on assets
shall not be less than the average interest rate on a two-year time deposit published by the local banks
and the government is responsible for any shortfall in the event that the rate of return is less than the
required rate of return.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
debt investments of the plan assets.
Assuming a hypothetical decrease in interest rate at the end of the reporting period contributed to a
decrease of 0.5% (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$766,692 thousand
and NT$780,460 thousand as of December 31, 2022 and 2021, respectively.
- 150 -
- 150 -
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$746,933 thousand and NT$759,527 thousand as of December 31, 2022 and 2021, 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$2,832,093 thousand to the defined benefit plans in
the next year starting from December 31, 2022. The weighted average duration of the defined benefit
obligation is 9 years.
19. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2022
December 31,
2021
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.
On March 1, 2022, the Company issued employee restricted stocks awards (RSAs) for its employees in a
total of 1,387 thousand shares with a par value of NT$10 each. The aforementioned issuance of new
shares was approved by the relevant authority and the registration has been completed. Refer to Note 26
for the information on RSAs.
On May 10, 2022, the Company’s Board of Directors resolved to cancel 1,387 thousand treasury shares.
Refer to Note 19(e) for the information.
As of the end of reporting period, 1,063,847 thousand ADSs of the Company were traded on the NYSE.
The number of common shares represented by the ADSs was 5,319,234 thousand shares (one ADS
represents five common shares).
- 151 -
- 151 -
b. Capital surplus
The categories of uses and the sources of capital surplus based on regulations were as follows:
December 31,
2022
December 31,
2021
May be used to offset a deficit, distributed as
cash dividends, or transferred to share
capital
Additional paid-in capital
From merger
From convertible bonds
From difference between the consideration received and the
carrying amount of the subsidiaries’ net assets during actual
disposal
Donations - donated by shareholders
$ 24,183,645
22,803,291
8,892,371
$ 24,184,939
22,804,510
8,892,847
8,406,282
11,275
8,406,282
11,275
May only be used to offset a deficit
From share of changes in equities of subsidiaries
From share of changes in equities of associates
Donations – unclaimed dividend
May not be used for any purpose
4,229,892
311,863
53,680
113,952
307,322
40,475
Employee restricted shares
438,029
-
If such capital surplus is distributed as transferred to share capital, it is limited to a certain percentage of
the Company’s paid-in capital each year.
$ 69,330,328
$ 64,761,602
c. Retained earnings and dividend policy
The Company’s Articles of Incorporation provide 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. 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.
- 152 -
- 152 -
The legal capital 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.
The appropriations of 2022, 2021 and 2020 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 2022
of 2022
February 14, November 8,
2023
2022
of 2022
August 9,
2022
of 2022
May 10,
2022
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 17,166,163
$ 71,308,546
2.75
$
$ (31,910,353) $ (12,002,798) $ (15,541,054)
$ 71,308,546
$ 71,308,546
$ 71,308,547
2.75
$
2.75
$
2.75
$
Resolution Date of the
Company’s Board of
Directors in its meeting
of 2021
of 2021
of 2021
February 15, November 9,
August 10,
2022
2021
2021
of 2021
June 9,
2021
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$
3,304,303
$ 71,308,546
2.75
$
$
710,169
$ 71,308,547
2.75
$
$ 10,201,220
$ 71,308,546
2.75
$
$
(6,287,050)
$ 71,308,546
2.75
$
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
$ 64,825,951
2.5
$
$ 11,884,457
$ 64,825,951
2.5
$
$
(2,694,841)
$ 64,825,951
2.5
$
The special capital reserve for 2022 is to be presented for approval in the Company’s shareholders’
meeting to be held on June 6, 2023 (expected).
- 153 -
- 153 -
d. Others
Changes in others were as follows:
Year Ended December 31, 2022
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
$ (63,303,361 ) $
574,310
$
120,536
$
-
$ (62,608,515 )
51,030,928
-
18,979
(303,242 )
-
-
-
(52,929 )
-
-
-
51,030,928
-
-
-
(451,899 )
266,746
18,979
(303,242 )
(52,929 )
(451,899 )
266,746
529,132
-
(10,346,321 )
(79 )
1,405,538
6,036
-
-
(8,411,651 )
5,957
$ (11,743,301 ) $ (10,056,353 ) $ 1,479,181
$
(185,153 ) $ (20,505,626 )
Year Ended December 31, 2021
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
$ (57,001,627 ) $ 2,321,754
$
-
$
-
$ (54,679,873 )
(6,182,507 )
-
170,127
(187,654 )
-
-
(41,416 )
48,469
-
-
-
-
-
-
-
(6,182,507 )
170,127
(187,654 )
(41,416 )
48,469
(1,679,441 )
(56,220 )
(119,227 )
-
(1,673,697 )
(56,220 )
113,483
-
$ (63,303,361 ) $
574,310
$
120,536
$
-
$ (62,608,515 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
Transferred to initial carrying amount of
hedged items
Issuance of shares
Share-based payment expenses recognized
Share of other comprehensive income (loss)
of subsidiaries and associates
Income tax effect
Balance, end of year
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
Income tax effect
Balance, end of year
The aforementioned other equity includes the changes in other equities of the Company and the
Company’s share of its subsidiaries and associates.
e. Treasury stock
For the Company’s shareholders’ interests, the Company’s Board of Directors approved a share buyback
program on February 15, 2022 to repurchase 1,387 thousand shares. The Company has completed this
share buyback program during the first quarter of 2022. On May 10, 2022, the Company’s Board of
Directors resolved to cancel the 1,387 thousand shares and set May 10, 2022 as the record date for capital
reduction. The registration for share cancellation was completed on May 20, 2022.
- 154 -
- 154 -
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
2022
2021
$ 1,989,174,117 $ 1,402,118,668
172,627,213
263,146,444
$ 2,252,320,561 $ 1,574,745,881
Years Ended December 31
2022
2021
$ 210,470,783 $ 203,963,760
1,488,848,778 1,011,932,438
164,552,063
89,010,064
71,920,856
33,366,700
245,168,746
123,767,140
119,099,336
64,965,778
$ 2,252,320,561 $ 1,574,745,881
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
Platform
High Performance Computing
Smartphone
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
Wafer revenue
- 155 -
- 155 -
Years Ended December 31
2022
2021
$ 927,459,536 $ 582,854,806
689,533,461
132,006,238
66,624,542
55,190,318
48,536,516
884,505,210
194,878,453
115,678,391
56,317,962
73,481,009
$ 2,252,320,561 $ 1,574,745,881
Years Ended December 31
2022
2021
$ 503,914,841 $ 261,623,571
439,070,618
656,748
190,667,571
5,650,015
152,807,948
103,286,953
66,373,107
32,234,476
40,454,036
86,589,003
22,704,622
536,730,486
24,775
258,793,242
8,848,885
206,578,337
145,748,015
93,292,327
40,280,729
57,915,290
110,631,548
26,415,642
$ 1,989,174,117 $ 1,402,118,668
b. Contract balances
December 31,
2022
December 31,
2021
January 1,
2021
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 62,380,554
$ 33,951,838
$ 9,365,661
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$33,365,181 thousand and NT$8,737,297 thousand for the years ended December 31, 2022 and 2021,
respectively.
c. Temporary receipts from customers
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion (classified under other noncurrent liabilities)
December 31,
2022
December 31,
2021
$ 107,723,580
$ 30,612,702
168,399,207 155,381,485
$ 276,122,787 $ 185,994,187
The Company’s temporary receipts from customer are payments made by customers to the Company to
retain the Company’s capacity. When the terms and conditions set forth in the agreements are
subsequently satisfied, the treatment of temporary receipts, either by refund or by accounts receivable
offsetting, will be determined by mutual consent.
d. Refund liabilities
Estimated sales returns and other allowances is made and adjusted based on historical experience and the
consideration of varying contractual terms. As of December 31, 2022 and 2021, the aforementioned
refund liabilities amounted to NT$50,980,669 thousand and NT$39,493,180 thousand (classified under
accrued expenses and other current liabilities), respectively.
21. INTEREST INCOME
Interest income
Bank deposits
Financial assets at amortized cost
Years Ended December 31
2022
2021
$ 5,644,170
313,694
$
927,754
-
$ 5,957,864
$
927,754
- 156 -
- 156 -
22. FINANCE COSTS
Interest expense
Years Ended December 31
2022
2021
Corporate bonds
Lease liabilities
Bank loans
Others
Less: Capitalized interest under property, plant and equipment
$ 3,888,669
231,037
279
1,228
(880,807)
$ 2,368,729
156,117
9,854
21
-
$ 3,240,406
$ 2,534,721
Information about capitalized interest is as follows:
Capitalization rate
23. OTHER GAINS AND LOSSES, NET
Gain (loss) on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
The accrual of expected credit loss of financial assets
Financial assets at amortized cost
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
Investment tax credits
Years Ended
December 31,
2022
0.72%-1.20%
Years Ended December 31
2022
2021
$ 2,518,506
$ (10,091,171)
(10,341)
545,116
-
257,813
$ 3,053,281
$ (9,833,358)
Years Ended December 31
2022
2021
$ 144,561,484
(489,638)
205,529
144,277,375
$ 86,705,704
160,565
151,344
87,017,613
(24,810,515)
4,676,707
(20,133,808)
(17,433,690)
(5,621,745)
(23,055,435)
Income tax expense recognized in profit or loss
$ 124,143,567
$ 63,962,178
- 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
2022
2021
Income before tax
$ 1,140,673,816 $ 660,502,191
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible items in determining taxable income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 228,134,763 $ 132,100,438
12,804,635
(157,955,934)
61,578,020
(24,810,515)
4,676,707
124,427,676
(489,638)
205,529
11,605,518
(89,852,940)
32,852,688
(17,433,690)
(5,621,745)
63,650,269
160,565
151,344
Income tax expense recognized in profit or loss
$ 124,143,567 $
63,962,178
For the years ended December 31, 2022 and 2021, the Company applied a tax rate of 20% subject to the
R.O.C. Income Tax Law.
b. 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
Unrealized exchange losses
Unrealized loss on inventories
Net defined benefit liability
Investment tax credits
Investments in equity instruments at FVTOCI
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
December 31,
2022
December 31,
2021
$ 44,989,153
12,002,094
5,779,739
2,260,011
1,722,005
945,038
10,021
$ 34,146,437
5,903,698
-
861,924
1,237,086
5,621,745
10,100
$ 67,708,061
$ 47,780,990
$
-
$
(908,273)
(706,311)
(1,142,655)
$
(908,273) $ (1,848,966)
- 158 -
- 158 -
Year Ended December 31, 2022
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
Unrealized exchange losses
Unrealized loss on inventories
Net defined benefit liability
Investment tax credits
Investments in equity
$ 34,146,437
5,903,698
-
861,924
1,237,086
5,621,745
instruments at FVTOCI
10,100
$
$ 10,842,716
6,098,396
5,779,739
1,398,087
(249,116)
(4,676,707)
-
-
-
-
734,035
-
$ 44,989,153
12,002,094
5,779,739
2,260,011
1,722,005
945,038
-
(79)
10,021
$ 47,780,990
$ 19,193,115
$
733,956
$ 67,708,061
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(706,311)
(1,142,655)
$
706,311
234,382
$
$ (1,848,966)
$
940,693
$
-
-
-
$
-
(908,273)
$
(908,273)
Year Ended December 31, 2021
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
Investment tax credits
Net defined benefit liability
Unrealized loss on inventories
Investments in equity
$ 18,723,852
3,719,427
-
1,341,960
826,666
instruments at FVTOCI
66,320
$
$ 15,422,585
2,184,271
5,621,745
(75,825)
35,258
-
-
-
(29,049)
-
$ 34,146,437
5,903,698
5,621,745
1,237,086
861,924
-
(56,220)
10,100
$ 24,678,225
$ 23,188,034
$
(85,269)
$ 47,780,990
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(866,452)
(849,915)
$
160,141
(292,740)
$
$ (1,716,367)
$
(132,599)
$
-
-
-
$
(706,311)
(1,142,655)
$ (1,848,966)
c. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2022 and 2021, the aggregate deductible temporary differences for which no deferred
income tax assets have been recognized amounted to NT$26,790,935 thousand and NT$66,431,255
thousand, respectively.
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- 159 -
d. Unused tax-exemption information
As of the end of reporting period, the profits generated from the following project of the Company are
exempt from income tax for a five-year period:
Construction and expansion of 2009
Tax-exemption Period
2018 to 2022
e. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2022 and 2021, the aggregate taxable temporary differences associated with
investments
liabilities amounted to
income
NT$222,682,649 thousand and NT$177,552,831 thousand, respectively.
in subsidiaries not recognized as deferred
tax
f. Income tax examination
The tax authorities have examined income tax returns of the Company through 2020. 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:
Basic EPS
Net income available to common shareholders
Weighted average number of common shares outstanding used in
the computation of basic EPS (in thousands)
Basic EPS (in dollars)
Diluted EPS
Years Ended December 31
2022
2021
$ 39.20
$ 39.20
$ 23.01
$ 23.01
Years Ended December 31
2022
2021
$ 1,016,530,249 $ 596,540,013
25,929,190
$
39.20 $
25,930,380
23.01
Net income available to common shareholders
Weighted average number of common shares outstanding used in
the computation of basic EPS (in thousands)
Effects of all dilutive potential common shares (in thousands)
Weighted average number of common shares used in the
computation of diluted EPS (in thousands)
Diluted EPS (in dollars)
$ 1,016,530,249 $ 596,540,013
25,929,190
193
25,930,380
-
25,929,383
$
39.20 $
25,930,380
23.01
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- 160 -
26. SHARE-BASED PAYMENT ARRANGEMENTS
a. Equity-settled share-based payment- RSAs
The RSAs in each year are as follows:
Resolution Date of the Company’s
shareholders in its meeting
2022 RSAs
2021 RSAs
June 8, 2022
July 26, 2021
Resolution Date of the Company’s Board
February 14, 2023
February 15, 2022
of Directors in its meeting
Issuance of stocks (in thousands)
Eligible employees
Grant date / Issuance date
2,110
Executive officers and non-
1,387
Executive officers
executive officers
March 1, 2023
March 1, 2022
Vesting conditions of the aforementioned arrangement are as follow:
1) The RSAs granted to eligible employees can only be vested if
the employee remains employed by the Company or the subsidiaries on the last date of each
vesting period;
during the vesting period, the employee may not breach any agreement with the Company or the
subsidiaries or violate the Company’s work rules; and
certain employee performance metrics and the Company’s or the subsidiaries’ business
performance metrics are met.
2) The maximum percentage of granted RSAs that may be vested each year shall be as follows:
one-year anniversary of the grant: 50%; two-year anniversary of the grant: 25%; and three-year
anniversary of the grant: 25%; provided that the actual percentage and number of the RSAs to be
vested in each year will be calculated based on the achievement of the Company’s business
performance metrics.
3) For eligible executive officers of the Company: The maximum number of RSAs that may be vested
in each year will be set as 110%, among which 100% will be subject to a calculation based on the
Company’s relative Total Shareholder Return (”TSR”, including capital gains and dividends)
achievement to determine the number of RSAs to be vested; this number will be further subject to a
modifier to increase or decrease up to 10% based on the Compensation Committee’s (rename to
Compensation and People Development Committee from February 14, 2023) evaluation of the
Company’s Environmental, Social, and Governance (”ESG”) achievements. The number of shares so
calculated should be rounded down to the nearest integral.
The Company’s TSR relative to the
TSR of S&P 500 IT Index
Above the Index by X percentage points
Equal to the Index
Below the Index by X percentage points
Ratio of Shares to be Vested
50% + X * 2.5%, with the maximum of 100%
50% - X * 2.5%, with the minimum of 0%
50%
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- 161 -
4) For eligible employees who are not executive officers of the Company and the subsidiaries: The
number of RSAs to be vested in each year will be calculated in accordance with the below table based
on the Company’s audited consolidated financial statements for the year prior to the vesting year. The
number of shares so calculated should be rounded down to the nearest integral.
Revenue Growth Rate
Gross Margin
Return on Equity
Threshold Target Weight
15%
53%
25%
10%
50%
20%
1/3 < Threshold: 0 %
1/3 = Threshold: 50%
1/3 ≧ Target: 100%
Ratio of Shares to be Vested
Between threshold and target: as
calculated by interpolation
method
5) Restrictions imposed on the employees’ rights in the RSAs before the vesting conditions are fulfilled:
During each vesting period, no employee granted RSAs, except for inheritance, may sell, pledge,
transfer, give to another person, create any encumbrance on, or otherwise dispose of, any shares
under the unvested RSAs.
Before the vesting conditions are fulfilled, the attendance, proposal rights, speech rights, voting
rights and etc. shall be exercised by the engaged trustee/custodian on the employee’s behalf. Any
other shareholder rights including but not limited to the entitlement to any distribution regarding
dividends, bonuses and capital reserve, and the subscription right of the new shares issued for any
capital increase, are the same as those of holders of common shares of the Company.
6) Details of granted 2021 RSAs are as follows:
Balance, beginning of year
Issuance of stocks
Balance, end of year
Weighted-average fair value of RSAs (in dollars)
2021 RSAs
Number of
Stocks
(In Thousands)
-
1,387
1,387
$ 325.81
The 2021 RSAs is measured at fair value at grant date by using the binominal tree approach. Relevant
information is as follows:
Stock price at grant date (in dollars)
Expected price volatility
Expected option life
Risk-free interest rate
2021 RSAs
March 1, 2022
$
604
25.34%-28.28%
1-3 years
0.57%
Refer to Note 27 for the compensation costs of the 2021 RSAs recognized by the Company.
On February 14, 2023, the Company’s Board of Directors approved the issuance of RSAs for year
2023 of no more than 6,249 thousand common shares. The grants will be made free of charge. The
actual number of shares to be issued will be resolved by the Board of Directors after the RSAs is
approved at the shareholders' meeting and by the competent authority.
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- 162 -
b. Cash-settled share-based payment arrangements
The cash-settled share-based payment arrangements in each year are as follows:
2022 Plan
2021 Plan
Resolution Date of the Company’s Board
February 14, 2023
February 15, 2022
of Directors in its meeting
Issuance of units (in thousands) (Note)
Grant date
400
March 1, 2023
236
March 1, 2022
Note: One unit of the right represents a right to the market value of one the Company’s common share
when vested.
The vesting conditions and the ratio of units to be vested for key management personnel of the plan are
the same as the aforementioned 2021 RSAs.
The fair value of compensation costs for the cash-settled share-based payment was measured by using
binominal tree approach and will be measured at each reporting period until settlement. Relevant
information is as follows:
Stock price at measurement date (in dollars)
Expected price volatility
Expected option life
Risk-free interest rate
Years Ended
December 31,
2022
2021 Plan
$
28.80%-32.19%
451
1-3 years
1.09%
Refer to Note 27 for the compensation costs of the cash-settled share-based payment recognized by the
Company. The liabilities under cash-settled share-based payment arrangement amounted to NT$30,757
thousand as of the end of reporting period.
27. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
Years Ended December 31
2022
2021
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
$ 385,647,215
27,939,678
8,189
$ 375,608,062
27,176,646
146,549
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
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- 163 -
$ 413,595,082
$ 402,931,257
$
6,069,729
2,637,232
$
5,510,463
2,590,267
$
8,706,961
$
8,100,730
c. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Share-based payments
Equity-settled
Cash-settled
Years Ended December 31
2022
2021
$
$
3,663,757
208,641
3,872,398
3,028,282
192,485
3,220,767
266,746
32,704
299,450
-
-
-
Other employee benefits
209,410,863
143,894,842
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 213,582,711
$ 147,115,609
$ 128,714,551
84,868,160
$ 90,226,056
56,889,553
$ 213,582,711
$ 147,115,609
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
$ 60,702,047
$ 35,601,449
The Company’s profit sharing bonus to employees and compensation to directors for 2022, 2021 and 2020
had been approved by the Board of Directors of the Company, as illustrated below:
Years Ended December 31
2022
2021
Resolution Date of the Company’s Board of
Directors in its meeting
2022
Years Ended December 31
2021
February 14, February 15, February 9,
2022
2020
2021
2023
Profit sharing bonus to employees
Compensation to directors
$ 60,702,047
$
690,128
$ 35,601,449
$
487,537
$ 34,753,184
509,753
$
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2022, 2021 and 2020, 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.
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- 164 -
28. CASH FLOW INFORMATION
a. Non-cash transactions
Additions of property, plant and equipment
Exchange of assets
Changes in payables to contractors and equipment suppliers
Transferred to initial carrying amount of hedged items
Capitalized interests
Years Ended December 31
2022
2021
$ 956,066,006
(275,564)
(57,334,833)
$ 783,332,395
(3,256,517)
13,292,746
(41,416)
-
-
(880,807)
Payments for acquisition of property, plant and equipment
$ 897,574,802
$ 793,327,208
Additions of intangible assets
Changes in accrued expenses and other current liabilities
$
7,271,305
(591,434)
$
9,278,760
(280,676)
Payments for acquisition of intangible assets
$
6,679,871
$
8,998,084
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1, 2022
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2022
Non-cash Changes
Short-term loans
Bonds payable
Lease liabilities
$ 114,921,333
312,183,409
20,333,476
$ (111,959,992 )
60,930,472
(2,076,495 )
$
(2,372,053 )
6,071,821
-
$
-
-
11,135,244
$
(589,288 )
44,772
231,037
$
-
379,230,474
29,623,262
Total
$ 447,438,218
$ (53,106,015 )
$
3,699,768
$ 11,135,244
$
(313,479 )
$ 408,853,736
Balance as of
January 1, 2021
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2021
Non-cash Changes
Short-term loans
Bonds payable
Lease liabilities
$ 175,659,726
173,050,745
19,859,208
$ (50,538,933 )
139,571,843
(1,622,246 )
$
(9,670,786 )
(466,391 )
-
$
-
-
1,940,397
$
(528,674 )
27,212
156,117
$ 114,921,333
312,183,409
20,333,476
Total
$ 368,569,679
$ 87,410,664
$ (10,137,177 )
$
1,940,397
$
(345,345 )
$ 447,438,218
Note: Other changes include discounts on short-term loans, amortization of bonds payable and financial cost of lease liabilities.
29. CAPITAL MANAGEMENT
The Company requires significant amounts of capital to build and expand its production facilities and acquire
additional equipment. In consideration of the industry dynamics, the Company manages its capital in a
manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs,
capital expenditures, research and development activities, dividend payments, debt service requirements and
other business requirements associated with its existing operations over the next 12 months.
- 165 -
- 165 -
30. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
Financial assets
FVTPL (Note 1)
FVTOCI (Note 2)
Amortized cost (Note 3)
Financial liabilities
FVTPL (Note 4)
Amortized cost (Note 5)
December 31,
2022
December 31,
2021
$
552,255 $
8,340,347
903,070,406
145,280
5,198,309
586,299,180
$ 911,963,008 $ 591,642,769
$
636,472
1,161,623,982 1,026,450,717
17,468 $
$ 1,161,641,450 $ 1,027,087,189
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, refundable deposits, and temporary
payments (classified under other current assets and other noncurrent assets).
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, guarantee deposits and other noncurrent liabilities.
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 the Audit Committees (rename to Audit and
Risk Committee from February 14, 2023) 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
Substantially the Company’s sales is 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, Japanese yen and Euros.
As a result, any significant fluctuations to its disadvantage in the exchanges rate of NT dollar against such
currencies, in particular a weakening of U.S. dollar against NT dollars, would have an adverse impact on
- 166 -
- 166 -
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, 2022 and 2021, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$1,649,664 thousand and NT$1,196,014 thousand,
respectively, after taking into account hedges and offsetting positions.
Interest rate risk
The Company is exposed to interest rate risks primarily in relation 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 or 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, 2022 and 2021, the other comprehensive income would have
decreased by NT$89,297 thousand and NT$87,841 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, 2022 and 2021, the Company’s ten largest customers accounted for 69% and 67%
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.
- 167 -
- 167 -
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
0-0.09%
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, 2022, the expected credit loss increased NT$10,341 thousand. The
changes were mainly due to increased investment amount and adjusted investment portfolio.
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 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, 2022
Non-derivative financial liabilities
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)
(Note)
Others
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
$
58,783,586
$
-
$
-
$
-
$
58,783,586
200,046,018
202,361,596
22,247,420
-
-
-
200,046,018
-
39,372,048
-
160,243,071
-
228,241,509
202,361,596
450,104,048
2,356,314
-
485,794,934
4,358,739
166,266,719
209,997,506
4,163,558
10,518,481
174,925,110
21,795,680
783,181
250,820,370
32,674,291
177,568,381
1,121,537,920
74,107,091
(74,837,641 )
(730,550 )
-
-
-
-
-
-
-
-
-
74,107,091
(74,837,641 )
(730,550 )
$ 485,064,384
$ 209,997,506
$ 174,925,110
$ 250,820,370
$ 1,120,807,370
(Continued)
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- 168 -
December 31, 2021
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)
(Note)
Others
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$ 114,767,034
$
-
$
-
$
-
$ 114,767,034
48,892,095
136,212,285
105,867,008
7,705,092
-
-
-
-
-
-
-
31,050,325
-
87,631,487
-
248,960,671
48,892,095
136,212,285
105,867,008
375,347,575
1,740,990
-
415,184,504
3,129,411
164,991,929
199,171,665
2,868,048
-
90,499,535
13,739,223
-
262,699,894
21,477,672
164,991,929
967,555,598
132,106,866
(132,001,910 )
104,956
-
-
-
-
-
-
-
-
-
132,106,866
(132,001,910 )
104,956
$ 415,289,460
$ 199,171,665
$
90,499,535
$ 262,699,894
$ 967,660,554
(Concluded)
Note:
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, 2022
Lease liabilities
$
9,497,599
$
7,291,192
$
4,222,404
$
784,485
$ 21,795,680
December 31, 2021
Lease liabilities
$
6,665,672
$
4,994,134
$
1,959,928
$
119,489
$ 13,739,223
f. Fair value of financial instruments
1) Fair value measurements recognized in the parent company only balance sheets
Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
- 169 -
- 169 -
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, 2022
Level 3
Total
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
$
552,255
$
-
$
552,255
Non-publicly traded equity investments $
-
7,325,606
$ 1,014,741
-
$ 1,014,741
7,325,606
$ 7,325,606
$ 1,014,741
$ 8,340,347
Notes and accounts receivable, net
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
17,468
$
-
$
17,468
Level 2
December 31, 2021
Level 3
Total
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
$
145,280
$
-
$
145,280
Non-publicly traded equity investments $
-
4,199,909
$
998,400
-
$
998,400
4,199,909
$ 4,199,909
$
998,400
$ 5,198,309
Notes and accounts receivable, net
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
636,472
$
-
$
636,472
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- 170 -
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, 2022 and 2021 were as follows:
Years Ended December 31
2022
2021
Balance, beginning of year
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
$
998,400
18,979
(2,638)
$
834,830
170,127
(6,557)
Balance, end of year
$ 1,014,741
$
998,400
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
Forward exchange contracts are measured using forward exchange rates and discount rates
derived from quoted market prices.
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 be measured at fair value:
Financial assets
Financial assets at amortized costs
Commercial paper
- 171 -
- 171 -
December 31, 2022
Carrying
Amount
Level 2
Fair Value
$ 48,732,476
$ 48,882,028
(Continued)
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2022
Carrying
Amount
Level 2
Fair Value
$ 379,230,474
$ 349,956,767
(Concluded)
December 31, 2021
Carrying
Amount
Level 2
Fair Value
$ 312,183,409
$ 310,632,379
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.
The fair value of commercial paper is determined by the present value of future cash flows based on
the discounted curves that are derived from the quoted market prices.
31. RELATED PARTY TRANSACTIONS
The significant transactions between the Company and its related parties, other than those disclosed in other
notes, are summarized as follows:
a. Related party name and categories
Related Party Name
Related Party Categories
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
TSMC China
TSMC Nanjing
TSMC Arizona
VisEra Tech
TSMC North America
TSMC Europe
TSMC JDC
TSMC 3DIC
JASM
TSMC Japan
TSMC Korea
TSMC Design Technology Canada Inc. (TSMC Canada) Indirect Subsidiaries
Indirect Subsidiaries
TSMC Technology, Inc. (TSMC Technology)
Indirect Subsidiaries
WaferTech, LLC (WaferTech)
Associates
GUC
Associates
VIS
Associates
SSMC
Associates
Xintec
- 172 -
- 172 -
b. Net revenue
Years Ended December 31
2022
2021
Item
Related Party Name/Categories
Net revenue from sale of goods TSMC North America
Associates
Other subsidiaries
$ 1,538,849,403 $ 1,040,985,786
5,898,780
110,849
11,356,410
187,169
$ 1,550,392,982 $ 1,046,995,415
Net revenue from royalties
Subsidiaries
Associates
$
13 $
266,952
243
223,196
c. Purchases
Related Party Categories
Subsidiaries
Associates
d. Receivables from related parties
$
266,965 $
223,439
Years Ended December 31
2022
2021
$ 81,923,311
6,422,831
$ 56,134,681
7,569,787
$ 88,346,142
$ 63,704,468
December 31,
2022
December 31,
2021
Item
Related Party Name/Categories
Receivables from related
parties
TSMC North America
Associates
Other subsidiaries
$ 171,738,863
1,300,302
5,647
$ 137,956,681
391,647
4,046
Other receivables from related TSMC North America
$
parties
TSMC Nanjing
Other subsidiaries
Associates
$
6,184,798
75,610
29,030
68,487
5,000,563
59,935
105,396
61,531
$ 173,044,812
$ 138,352,374
$
6,357,925
$
5,227,425
- 173 -
- 173 -
e. Other noncurrent assets
December 31,
2022
December 31,
2021
Item
Related Party Name
Temporary payments
JASM
$ 6,925,782
$
-
f. Payables to related parties
December 31,
2022
December 31,
2021
Item
Related Party Name/Categories
Payables to related parties
TSMC Nanjing
TSMC China
Xintec
Other subsidiaries
Other associates
g. Accrued expenses and other current liabilities
$ 4,105,919
2,296,083
1,047,374
2,006,484
595,184
$ 2,761,080
1,802,314
725,261
1,687,157
711,861
$ 10,051,044
$ 7,687,673
December 31,
2022
December 31,
2021
Item
Related Party Name/Categories
Other payables and other
current liabilities
Subsidiaries
Associates
$
961,365
111,834
$ 1,389,861
726,350
$ 1,073,199
$ 2,116,211
Temporary receipts
TSMC North America
$ 97,634,360
$ 20,650,062
h. Other noncurrent liabilities
Item
Related Party Name
Temporary receipts
TSMC North America
$ 142,132,113
$ 127,361,560
December 31,
2022
December 31,
2021
- 174 -
- 174 -
i. Disposal of property, plant and equipment
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Associates
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Associates
Related Party Name/Categories
TSMC Nanjing
WaferTech
Other subsidiaries
j. Others
Proceeds
Years Ended December 31
2022
2021
$ 673,945
102,099
100
$ 102,721
21,103
-
$ 776,144
$ 123,824
Gains
Years Ended December 31
2022
2021
$ 302,234
50,882
100
$ 24,765
38,931
-
$ 353,216
$ 63,696
Deferred Gains from Disposal of
Property, Plant and Equipment
December 31,
2021
December 31,
2022
$ 99,272
75,440
36,596
$ 50,816
32,116
35,667
$ 211,308
$ 118,599
Years Ended December 31
2022
2021
Item
Related Party Name/Categories
Manufacturing expenses
Associates
Subsidiaries
$ 5,997,687
21,662
$ 5,445,819
20,791
Research and development
expenses
Subsidiaries
Associates
$ 5,264,358
258,008
$ 3,719,115
252,054
$ 6,019,349
$ 5,466,610
$ 5,522,366
$ 3,971,169
(Continued)
- 175 -
- 175 -
Years Ended December 31
2022
2021
Marketing expenses -
commission
TSMC Europe
Other subsidiaries
$
541,200
618,880
$
465,783
517,205
$ 1,160,080
$
982,988
(Concluded)
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.
k. Compensation of key management personnel
The compensation to directors and other key management personnel were as follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
Years Ended December 31
2022
2021
$ 4,221,962
2,618
286,227
$ 2,768,725
2,458
-
$ 4,510,807
$ 2,771,183
The compensation to directors and other key management personnel were determined by the
Compensation Committee (rename to Compensation and People Development Committee from February
14, 2023) of the Company in accordance with the individual performance and the market trends.
32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Company as of the end of the
reporting period, excluding those disclosed in other notes, were as follows:
a. Under a technical cooperation agreement with Industrial Technology Research Institute, the R.O.C.
Government or its designee approved by the Company can use up to 35% of the Company’s capacity
provided the Company’s outstanding commitments to its customers are not prejudiced. The term of this
agreement is for five years beginning from January 1, 1987 and is automatically renewed for successive
periods of five years unless otherwise terminated by either party with one year prior notice. As of the end
of reporting period, the R.O.C. Government did not invoke such right.
- 176 -
- 176 -
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 the end of reporting period.
c. In September 2022, Daedalus Prime LLC (“Daedalus”) filed complaints in the U.S. International Trade
Commission (“ITC”) and the U.S. District Court for the Eastern District of Texas alleging that the
Company, TSMC North America, and other companies infringe four U.S. patents. The ITC instituted an
investigation in October 2022. The outcome cannot be determined and we cannot make a reliable estimate
of the contingent liability at this time.
d. The Company entered into long-term purchase agreements of materials and supplies and agreements of
waste disposal with multiple suppliers. The relative minimum fulfillment quantity and price are specified
in the agreements.
e. The Company entered into a long-term purchase agreement of equipment. The relative fulfillment
quantity and price are specified in the agreement.
f. The Company entered into long-term energy purchase agreements with multiple suppliers. The relative
fulfillment period, quantity and price are specified in the agreements.
g. As of the end of reporting period, the Company provided endorsement guarantees of NT$2,555,730
thousand to its subsidiary, TSMC North America, in respect of providing endorsement guarantees for
office leasing contract.
h. As of the end of reporting period, the Company provided a NT$230,347,500 thousand endorsement
guarantee for its subsidiary, TSMC Global, in respect of its issuance of US dollar-denominated senior
unsecured corporate bonds.
i. As of the end of reporting period, the Company provided a NT$369,551,715 thousand endorsement
guarantee for its subsidiary, TSMC Arizona, in respect of its issuance of US dollar-denominated senior
unsecured corporate bonds and operation needs.
j. The Company entrusted financial institutions to open performance guarantee mainly for import and
export of goods, lease agreement and energy purchase agreement. As of December 31, 2022 and
December 31, 2021, the aforementioned guarantee amounted to NT$7,623,262 thousand and
NT$4,954,798 thousand, respectively.
- 177 -
- 177 -
33. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into the
functional currency. The significant financial assets and liabilities denominated in foreign currencies were as
follows:
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note)
Carrying
Amount
(In Thousands)
December 31, 2022
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2021
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
$ 13,953,942
7,863
124,526,582
30.713
32.838
0.2331
$ 428,567,422
258,211
29,027,146
14,450,017
2,352,220
125,984,842
30.713
32.838
0.2331
443,803,373
77,242,213
29,367,067
11,386,512
14,420
10,673,383
27.674
31.460
0.2414
315,110,347
453,666
2,576,555
11,851,225
3,494,588
109,729,158
27.674
31.460
0.2414
327,970,810
109,939,747
26,488,619
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, 2022 and 2021, 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.
- 178 -
- 178 -
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 9;
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 31.
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.
- 179 -
- 179 -
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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 DEFERRED INCOME TAX ASSETS /
LIABILITIES
STATEMENT OF ACCOUNTS PAYABLES
STATEMENT OF PAYABLES TO RELATED PARTIES
STATEMENT OF PAYABLES TO CONTRACTORS AND
EQUIPMENT SUPPLIERS
STATEMENT OF ACCRUED EXPENSES AND OTHER
CURRENT LIABILITIES
STATEMENT OF BONDS PAYABLE
STATEMENT OF LEASE LIABILITIES
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 13
Note 13
6
Note 15
Note 24
7
8
9
10
11
12
13
14
15
Note 22
16
-
2
1
2
-
- 213 -
- 213 -
STATEMENT 1
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CASH AND CASH EQUIVALENTS
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Description
Amount
Cash
Petty cash
Cash in banks
Checking accounts and demand deposits
Foreign currency deposits
Time deposits
Cash equivalents
Commercial paper
$
280
8,043,873
104,742,973
505,662,377
Including US$2,463,043 thousand
@30.713, JPY123,900,844 thousand
@0.2331 and EUR6,524 thousand
@32.838
From 2022.01.12 to 2023.03.30, interest
rates at 0.76%-4.65%, including
NT$385,064,635 thousand and
US$3,926,603 thousand @30.713
Expired by 2023.01.16, interest rates at
9,566,430
1.455%-1.540%
Repurchase agreements
Expired by 2023.01.12, interest rates at
859,964
4.70%
Total
$ 628,875,897
- 214 -
- 214 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE, NET
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Client Name
Client A
Client B
Client C
Client D
Client E
Client F
Client G
Others (Note)
Less: Allowance for doubtful accounts
Total
STATEMENT 2
Amount
$ 7,847,666
4,112,546
2,570,139
2,264,267
2,237,477
2,186,979
2,108,254
18,315,194
41,642,522
(330,686)
$ 41,311,836
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 215 -
- 215 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF RECEIVABLES FROM RELATED PARTIES
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Client Name
TSMC North America
Others (Note)
Total
STATEMENT 3
Amount
$ 171,738,863
1,305,949
$ 173,044,812
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 216 -
- 216 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF INVENTORIES
DECEMBER 31, 2022
(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
$ 52,318,299
$ 187,696,734
120,893,772
499,205,556
19,750,618
19,750,618
15,320,206
15,320,206
$ 208,282,895
$ 721,973,114
- 217 -
- 217 -
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T
STATEMENT 6
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CHANGE IN RIGHT-OF-USE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Item
Land
Buildings
Office
Equipment
Total
Cost
Balance at January 1, 2022
Additions
Deductions
$ 33,561,636
10,854,473
(218,148)
$ 1,014,324
941,481
(239,215)
$
46,394
12,637
(7,180)
$ 34,622,354
11,808,591
(464,543)
Balance at December 31, 2022
$ 44,197,961
$ 1,716,590
$
51,851
$ 45,966,402
Accumulated depreciation
Balance at January 1, 2022
Additions
Deductions
$ 4,035,848
2,102,934
$
(62,656)
440,315
365,167
-
$
23,139
15,728
(5,500)
$ 4,499,302
2,483,829
(68,156)
-
8
1
2
-
Balance at December 31, 2022
$ 6,076,126
$
805,482
$
33,367
$ 6,914,975
Carrying amounts at December 31,
2022
$ 38,121,835
$
911,108
$
18,484
$ 39,051,427
- 219 -
- 219 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCOUNTS PAYABLES
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Vendor Name
Vendor A
Vendor B
Others (Note)
Total
STATEMENT 7
Amount
$ 4,194,602
2,914,140
41,623,800
$ 48,732,542
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 220 -
- 220 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO RELATED PARTIES
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Vendor Name
TSMC Nanjing
TSMC China
Xintec
WaferTech
TSMC Technology
Others (Note)
Total
STATEMENT 8
Amount
$ 4,105,919
2,296,083
1,047,374
855,952
744,620
1,001,096
$ 10,051,044
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 221 -
- 221 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO CONTRACTORS AND EQUIPMENT SUPPLIERS
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
STATEMENT 9
Vendor Name
Vendor A
Vendor B
Vendor C
Vendor D
Vendor E
Others (Note)
Total
Amount
$ 68,126,719
23,307,326
12,817,271
12,757,447
10,621,411
72,415,844
$ 200,046,018
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 222 -
- 222 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Item
Temporary receipts from customers
Contract liabilities
Refund liability
Others (Note)
Total
Note: The amount of each item in others does not exceed 5% of the account balance.
STATEMENT 10
Amount
$ 107,723,580
62,380,554
50,980,669
45,818,270
$ 266,903,073
- 223 -
- 223 -
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STATEMENT 12
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF LEASE LIABILITIES
DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Item
Description
Lease Term
Discount
Rate (%)
Balance,
End of Year
Land
Mainly for the use of plants
1 to 22 years
0.39-2.30
$ 28,728,579
and offices
Buildings
Mainly for the use of offices
2 to 12 years
0.39-1.76
875,258
Office equipment
For operation use
3 to 5 years
0.28-1.73
19,425
Less: Current portion
Noncurrent portion
29,623,262
(2,029,362)
$ 27,593,900
- 226 -
- 226 -
STATEMENT 13
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NET REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Wafer
Other
Net revenue
Note: 12-inch equivalent wafers.
Shipments
(Piece) (Note)
15,252,882
Amount
$ 1,989,174,117
263,146,444
$ 2,252,320,561
- 227 -
- 227 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF COST OF REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2022
(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 14
Amount
$ 10,368,446
76,596,173
(19,750,618)
(11,776,664)
(281,987)
55,155,350
23,183,318
845,383,788
923,722,456
134,097,879
(120,893,772)
(54,417,005)
882,509,558
32,290,346
90,043,394
(52,318,299)
(23,135,990)
(294,302)
929,094,707
22,832,966
$ 951,927,673
- 228 -
- 228 -
STATEMENT 15
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
Item
Research and
Development
Expenses
General and
Administrative
Expenses
Selling
Expenses
Payroll and related expense
$ 61,119,834
$ 19,188,325
$
4,560,001
Consumables
Depreciation expense
49,628,294
657,200
25,971,756
1,940,529
Repair and maintenance expense
6,645,607
3,770,902
Management fees of the Science Park Administration
Patents
Commission
Others (Note)
Total
4,162,547
2,937,121
-
-
-
-
1,160,080
17,448,142
10,108,018
308,468
$ 160,813,633
$ 42,764,642
$
6,059,649
12
27,393
3,695
-
-
Note: The amount of each item in others does not exceed 5% of the account balance.
- 229 -
- 229 -
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Hsinchu 300-096, Taiwan, R.O.C.
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https://www.tsmc.com
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