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Taiwan Semiconductor
Manufacturing Company, Ltd.
Mark Liu,
Chairman
8, Li-Hsin Rd. 6, Hsinchu Science Park, Hsinchu 300-096, Taiwan, R.O.C. | Tel: +886-3-5636688 Fax: +886-3-5637000 | https://www.tsmc.com
This report is made with recycled paper
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TSMC
ANNUAL REPORT 2023 (I)
Printed on March 12, 2024
TSE: 2330 | NYSE: TSM
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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
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TSMC_COVER_年報2023_ENGLISH.indd 1-3
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TSMC
Vision, Mission
& Core Values
TSMC’s Vision
Our vision is to be the most advanced and largest
technology and foundry services provider to fab-
less companies and IDMs, and in partnership with
them, to forge a powerful competitive force in the
semiconductor industry. To realize our vision, we
must have a trinity of strengths:
1. Be a technology leader, competitive with the
leading IDMs
2. Be the manufacturing leader
3. Be the most reputable, service-oriented and
maximum-total-benefits silicon foundry
TSMC’s Mission
Our mission is to be the trusted technology and
capacity provider of the global logic IC industry
for years to come.
TSMC’s Core Values
Integrity
Integrity is our most basic and most important
core value. We tell the truth. We believe the
record of our accomplishments is the best proof
of our merit. Hence, we do not brag. We do not
make commitments lightly. Once we make a
commitment, we devote ourselves completely to
meeting that commitment. We compete to our
fullest within the law, but we do not slander our
competitors and we respect the intellectual prop-
erty rights of others. With vendors, we maintain
an objective, consistent, and impartial attitude.
We do not tolerate any form of corrupt behavior
or politicking. When selecting new employees,
we place emphasis on the candidates’ qualifica-
tions and character, not connections or access.
Commitment
TSMC is committed to the welfare of customers,
suppliers, employees, shareholders, and soci-
ety. These stakeholders all contribute to TSMC’s
success, and TSMC is dedicated to serving their
best interests. In return, TSMC hopes all these
stakeholders will make a mutual commitment to
the Company.
Innovation
Innovation is the wellspring of TSMC’s growth,
and is a part of all aspects of our business, from
strategic planning, marketing and management,
to technology and manufacturing. At TSMC,
innovation means more than new ideas, it means
putting ideas into practice.
Customer Trust
At TSMC, customers come first. Their success is
our success, and we value their ability to com-
pete as we value our own. We strive to build
deep and enduring relationships with our cus-
tomers, who trust and rely on us to be part of
their success over the long term.
Table of
Contents
1
2
3
Letter to Shareholders
Company Profile
2.1 An Introduction to TSMC
2.2 Market/Business Summary
2.3 Organization
2.4 Board Members
2.5 Management Team
Corporate Governance
3.1 Overview
3.2 Board of Directors
3.3 Major Decisions of Shareholders’ Meeting and Board Meetings
pg. 4
pg. 14
16
16
22
24
32
pg. 40
42
43
52
3.4 Corporate Governance Implementation Status as Required by Taiwan Financial Supervisory Commission
54
3.5 Code of Ethics and Business Conduct
3.6 Regulatory Compliance
3.7
Internal Control System Execution Status
3.8 Status of Personnel Responsible for the Company’s Financial and Business Operation
3.9
Information Regarding TSMC’s Independent Auditor
4
Capital and Shares
4.1 Capital and Shares
4.2
Issuance of Corporate Bonds
4.3 Preferred Shares
4.4
Issuance of American Depositary Shares
4.5 Status of Employee Stock Option Plan
4.6 Status of Employee Restricted Stock
4.7 Status of New Share Issuance in Connection with Mergers and Acquisitions
4.8 Funding Plans and Implementation
57
63
65
66
66
pg. 68
70
78
84
84
86
86
92
92
5
6
7
8
Operational Highlights
5.1 Business Activities
5.2 Technology Leadership
5.3 Manufacturing Excellence
5.4 Customer Trust
5.5
Information Security Management
5.6 Human Capital
5.7 Material Contracts
Financial Highlights and Analysis
6.1 Financial Highlights
6.2 Financial Status and Operating Results
6.3 Risk Management
Environmental, Social and Governance (ESG)
7.1 Overview
7.2 Environmental, Safety and Health (ESH) Management
7.3 TSMC Education and Culture Foundation
7.4 TSMC Charity Foundation
7.5 TSMC i-Charity
7.6 Sustainability Development Implementation Status as
Required by Taiwan Financial Supervisory Commission
7.7 Climate-related Information of Listed Companies
Subsidiary Information and Other Special Notes
8.1 Subsidiaries
8.2 Status of TSMC Common Shares and ADRs Acquired, Disposed of, and Held by Subsidiaries
8.3 Special Notes
pg. 94
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pg. 120
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pg. 150
152
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pg. 178
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TSMC Arizona
1 Letter to
TSMC’s Mission
Shareholders
Our mission is to be the trusted technology and capacity
provider of the global logic IC industry for years to come.
Dear Shareholders,
2023 was a challenging year for the global semiconductor industry, but we also witnessed the rising emergence of
generative AI-related applications, with TSMC as a key enabler. As the world re-emerged from more than two years
of pandemic-induced slowdown, weakening global macroeconomic conditions and higher inflation and interest rates
prolonged the semiconductor inventory adjustment cycle. Despite the near-term challenges, our technology leadership
enabled TSMC to outperform the foundry industry in 2023. We are well-positioned to capture the future AI and
high-performance computing (HPC)-related growth opportunities.
In 2023, Generative AI took the world by storm, with ChatGPT gaining over 100m active users in just two months,
becoming the world’s fastest growing consumer application. Generative AI requires high computing power and interconnect
bandwidth, which drives semiconductor content increase. TSMC is a key enabler of AI applications. Today, the AI application
is only in its nascent stage, and no matter which AI approach is taken, AI chips require the use of leading edge technologies
and advanced packaging solutions, a strong foundry design ecosystem, and high yield to support larger die sizes. All of these
are to TSMC’s strengths, and thus all roads lead to working with TSMC.
The surge in AI-related demand in 2023 supports our already-strong conviction on energy-efficient computing. Thus, the
value of our technology position is increasing.
Our 2-nanometer is on track for volume production in 2025. It will be the most advanced technology in the semiconductor
industry in both density and energy efficiency, when it is introduced. N2 will adopt nanosheet transistor structure, and
deliver full-node performance and power benefits, to address the increasing need for energy-efficient computing. As part
of N2 technology platform, we also developed N2 with backside power rail solution, which is better-suited for specific HPC
applications, to be available in the second half of 2025 to customers, with production in 2026.
We are observing a strong level of customer interest and engagement at our N2, higher than N3 at a similar stage, from
both HPC and smartphone applications. With our strategy of continuous enhancements, N2 and its derivatives will further
extend our technology leadership well into the future.
The insatiable demand for energy-efficient computing power not only requires leading edge process technologies, but also
advanced packaging technologies to enable large-scale interconnectivity for lower power consumption, at affordable costs.
TSMC’s industry-leading 3DFabric® backend technologies include the CoWoS® and InFO family of advanced packaging
technologies, with CoWoS® technology seeing robust demand from multiple customers’ AI chips in 2023. Our frontend 3DIC
technologies, TSMC-SoIC® (System on Integrated Chips), also entered mass production in 2023 to enable customers’ next
generation flagship AI products.
To address the insatiable demand for energy-efficient computing power in a highly competitive market, customers rely on
TSMC to provide a dependable and predictable cadence of technology offering and high quality manufacturing service.
We are working 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.
For TSMC, today around ~70% of our total revenue is 16nm and more advanced nodes. With rising contribution from 3nm
and 2nm technologies in the next several years, this number will only increase. Thus, our mature node exposure is around
~20% of our total revenue.
Part of this strategy is to expand our global manufacturing footprint to increase customer trust, expand our future growth
potential, and reach for more global talents. Our overseas decisions are based on our customers’ needs, and a necessary level
of government support. This is to maximize the value for our shareholders.
Our focus on mature nodes is to build high yield capacity for specialized technologies, rather than just nominal capacity. In
2023, we worked closely with our customers to introduce specialty technologies such as N6RF+ for smartphones, CMOS
Image Sensors for cameras, and 22nm MRAM for automotive and industrial applications. Our mature node strategies
will continue to focus on working closely with strategic customers to develop specialty technology solutions to meet their
requirement, and create differentiated and long-lasting value to customers.
In 2023, we inaugurated our new R&D center in Taiwan, and further enhanced our R&D intensity and technology
development. Our industry-leading 3-nanometer technology entered high volume production with a strong ramp in the
second half of 2023. We are also providing continuous enhancements of our N3 technology, including N3E, N3P and
N3X, and expect an even greater contribution in 2024 and the years beyond, supported by robust demand from multiple
customers.
In the U.S., we are making good progress on our first fab in Arizona in terms of the fab infrastructure, utilities and
equipment installation. We are on track for volume production of N4 technology in the first half of 2025, with the same level
of manufacturing quality and reliability in Arizona as from our fabs in Taiwan.
We are also building a 12-inch specialty technology fab in Kumamoto, Japan, which is on track for volume production in the
fourth quarter of 2024. We also announced plans to build an automotive and industrial specialty fab in Dresden, Germany,
with construction starting in the fourth quarter of 2024.
While the initial costs of overseas fabs are higher than TSMC’s fabs in Taiwan, we are confident to manage and minimize the
cost gap, so that we can continue to maximize the value for our shareholders.
006
007
We are also placing a strong focus on our digital excellence initiatives, which includes leveraging big data and AI to increase
our fab productivity and operational efficiency and quality. By driving digital excellence at TSMC, our fabs are transforming to
become engineer-centric rather than operator-centric. As we expand globally, we will continuously enhance the intelligence
of our fabs, so that we can control and manage fab operations from anywhere in the world, and deepen our service to
support our customers.
Maintaining the highest standard of corporate governance is an essential part of our core values. In February 2023, TSMC’s
Board of Directors approved the establishment of the “Nominating, Corporate Governance and Sustainability Committee.”
The Committee is actively involved in developing TSMC’s sustainability strategies, to lay the foundation for our future
sustainable development. In addition, the Committee focuses on reviewing and improving TSMC’s corporate governance
structure, including recommending independent director candidates to the Board.
Highlights of TSMC’s accomplishments in 2023:
● Total wafer shipments were 12.0 million 12-inch equivalent wafers as compared to 15.3 million 12-inch equivalent wafers
in 2022.
● Advanced technologies (7-nanometer and beyond) accounted for 58 percent of total wafer revenue, up from 53 percent in
2022.
● We deployed 288 distinct process technologies, and manufactured 11,895 products for 528 customers.
● TSMC produced 28 percent of the world semiconductor excluding memory output value in 2023, as compared to 30
percent in the previous year, mainly due to the semiconductor industry inventory correction.
2023 Financial Performance
Consolidated revenue reached NT$2,161.74 billion, a decrease of 4.5 percent over NT$2,263.89 billion in 2022. Net income
was NT$838.50 billion and diluted earnings per share were NT$32.34. Both decreased 17.5 percent from the 2022 level of
NT$1,016.53 billion net income and NT$39.20 diluted EPS.
TSMC generated net income of US$26.88 billion on consolidated revenue of US$69.30 billion, which decreased 21.1 percent
and 8.7 percent respectively from the 2022 level of US$34.07 billion net income and US$75.88 billion consolidated revenue.
Gross profit margin was 54.4 percent as compared with 59.6 percent in 2022, while operating profit margin was 42.6
percent compared with 49.5 percent a year earlier. Net profit margin was 38.8 percent, a decrease of 6.1 percentage points
from 2022’s 44.9 percent.
In 2023, the Company further raised its total cash dividend payments to NT$11.25 per share, up from NT$11.0 a year ago.
Environmental, Social and Governance
In addition to driving profitable growth in our core business, TSMC continues to cultivate green manufacturing, build a
responsible supply chain, create an inclusive workplace, attract and develop talent, and care for the underprivileged, fulfilling
the Company’s responsibilities as a corporate citizen.
In 2023, we also announced an acceleration of our RE100 sustainability timetable, pulling forward our target for
100% renewable energy consumption for all global operations from 2050 to 2040. We also raised our 2030 target for
company-wide renewable energy consumption from 40% to 60%, demonstrating our determination to achieve our
environmental sustainability goals at a faster pace.
Corporate Developments
In August 2023, TSMC announced its plan to invest in European Semiconductor Manufacturing Company (ESMC) GmbH,
in Dresden, Germany, along with Robert Bosch GmbH, Infineon Technologies AG, and NXP Semiconductors N.V., to build a
specialty technology fab focusing on automotive and industrial applications. ESMC is expected to have a monthly capacity of
40,000 wafers on TSMC’s 28/22 nanometer planar CMOS and 16/12 nanometer FinFET process technology.
In December 2023, TSMC announced that Dr. Mark Liu plans to retire from TSMC in June 2024, and will not seek re-election
to the board of directors. During his tenure, Dr. Liu has reaffirmed the Company’s commitment to its mission and focused
on enhancing corporate governance and competitiveness particularly in technology leadership, digital excellence, and
global footprint. TSMC’s Nominating, Corporate Governance and Sustainability Committee recommends Dr. C.C. Wei, while
remaining as CEO, to succeed as TSMC’s next Chairman, subject to the election of the incoming board in June 2024.
Honors and Awards
TSMC received recognition for achievements in innovation, corporate governance, sustainability, investor relations and overall
excellence in management from organizations including Forbes, Fortune Magazine, CommonWealth Magazine, Taiwan
Stock Exchange, and Taiwan Institute for Sustainable Energy. For innovation, TSMC was recognized as 3rd in IFI Claims Patent
Services’ “2023 Top 50 U.S. Patent Assignees.” TSMC was also recognized by Fortune Magazine as “2023 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 23 consecutive years. We also received MSCI ESG Research’s
AAA Rating, CDP’s “2022 CDP Supplier Engagement Leader,” Morningstar’s “The Best Sustainable Companies to Own in
2024,” S&P Global’s Corporate Sustainability Assessment – Top 10% S&P Global ESG Score, ISS-oekom Corporate Rating’s
“Prime” status, Financial Times and Statista’s “Asia-Pacific Climate Leaders 2023,” and Forbes’ “World’s Best Employers
2023.” 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.
008
009
Capacity Plan
Wafer Sales Plan
9%
2022
6%
2023
6%
2024
15-16
16-17
2022
2023
47%
42%
53%
58%
17-18
2024
30-40%
60-70%
Annual Growth Rate
Capacity: million 12-inch equivalent wafers
> 7nm
≤ 7nm
2024 wafer shipment is expected to be 13-14 million 12-inch
equivalent wafers.
Outlook
Entering 2024, macroeconomic weakness and geopolitical uncertainties persist, potentially further weighing on consumer
sentiment and end market demand. Against that backdrop, our business is expected to be supported by the continued
strong ramp of our industry-leading 3nm technologies and robust AI-related demand, and we expect 2024 to be a healthy
growth year for TSMC.
Recent developments, such as growing national security concerns, the reshaping of global supply chains, and the intensifying
competition in the quest for AI supremacy, have deepened geopolitical uncertainties.
At the same time, as AI technology evolves to use more complex AI models, the amount of computation required for training
and inference continues to increase. As a result, AI models need to be supported by more powerful semiconductor hardware,
which use the most advanced semiconductor process technologies.
TSMC’s success is predicated on providing the industry’s most leading edge process technologies at scale, in the most
efficient and cost-effective manner, to enable innovators to successfully offer the best products to the world.
As we become a technology leader in the semiconductor industry, we are shouldering a greater responsibility of R&D and
investment in the industry. With our strong technology leadership in leading edge process technologies and advanced
packaging solutions, we are able to capture a greater portion of the industry’s growth opportunities.
We focus on the fundamentals of our business, and will execute our global manufacturing footprint strategy purposefully,
to support our customers’ growth and increase their trust. We will continue to drive digital excellence across all our fabs
globally and work towards fully intelligent and automated manufacturing. We are determined to be the most efficient and
cost-effective manufacturer, no matter where we operate.
As the world grows more complex, semiconductor
technology is the foundational technology for the
modern digital economy. The semiconductor value
in the global supply chain continues to increase,
providing greater value for our customers, and
greater value opportunities for TSMC.
We do not take our role and responsibility in the
global semiconductor industry lightly. We will
not deviate from our pure-play foundry business
model, which has demonstrated time and again to
be a win-win model for TSMC and our customers.
We will continue to uphold our Trinity of Strengths
of Technology Leadership, Manufacturing
Excellence, and Customer Trust, to enable our
customers to unleash their innovations in their end
markets.
We will hold ourselves to the highest standards of
corporate governance, and will adhere to our core
values of Integrity, Commitment, Innovation and Customer Trust, no matter where we operate, while pursuing a sustainable
future. We deeply value your trust in TSMC through the challenges of 2023. We are very excited about our future, and will
work hard to run our business well, deliver good results and continue to maximize the value for our shareholders in the years
to come.
Mark Liu
Chairman
C.C. Wei
Chief Executive Officer
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TSMC Financial, Operational, and
Sustainability Performance Highlights
Consolidated revenue reached
NT$2,161.74 billion
Diluted earnings per share
were NT$32.34
Total cash dividend payments
raised to NT$11.25 per share,
up from NT$11.0 a year ago
Gross profit margin
was 54.4%
Net income was
NT$838.50 billion
The world’s 1st semiconductor
company to join the RE100,
TSMC has committed to 100%
renewable energy by 2040
Chosen once again as a component
of the Dow Jones Sustainability
Indices, becoming the only
semiconductor company to be
selected for 23 consecutive years
TSMC Taiwan fabs first in global
semiconductor industry to jointly
obtain platinum rating for UL 2799
waste recycling standard
TSMC’s first Zero-Waste
Manufacturing Center
commenced operation
In terms of patent grants, TSMC
had accumulated over 62,000
patents worldwide as of the end of
2023. The company was ranked
3rd among U.S. patentees and
1st among patentees in Taiwan
Advanced technologies (N7 and
beyond) accounted for 58% of
total wafer revenue
Frontend 3DIC technologies,
TSMC-SoIC® (System on Integrated
Chips) entered mass production
Manufactured 11,895 different products
using 288 distinct technologies for 528
customers
Investment in R&D reached
US$5.85 billion
TSMC produced 28% of the world
semiconductors excluding memory
output value
JASM
equivalent wafers in 2023.2 Company
Profile
TSMC’s total wafer shipments were 12 million 12-inch
015
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-leading semiconductor foundries. In 2023, the Company
manufactured 11,895 different products using 288 distinct
technologies for 528 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 16 million 12-inch
equivalent wafers in 2023. 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, TSMC
Washington (previously called WaferTech) in the United States
and TSMC China Company Limited.
In August 2023, TSMC announced its plan to jointly invest
in European Semiconductor Manufacturing Company
(ESMC) GmbH, in Dresden, Germany, to build a specialty
technology fab focusing on automotive and industrial
applications. 70% of ESMC’s equity stake is owned by TSMC,
with Robert Bosch GmbH, Infineon Technologies AG, and
NXP Semiconductors N.V. each holding 10% equity stake.
Total investments are expected to exceed 10 billion Euros.
The planned fab is expected to have a monthly capacity of
40,000 300mm (12-inch) wafers on TSMC’s 28nm/22nm
planar complementary metal oxide semiconductor (CMOS)
and 16nm/12nm FinFET process technology. ESMC aims to
begin construction of the fab in the second half of 2024 with
production targeted to begin by the end of 2027.
The Company continues to execute its plan to construct and
operate two fabs in Arizona, the United States. Production
of the first fab is targeted for the first half of 2025 and
construction of the second fab is ongoing. TSMC is also
building a new fab in Kumamoto, Japan, with production
projected for late 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 2023,
the Company and its subsidiaries employed more than 76,000
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 2023, TSMC maintained its leading position in the foundry
segment of the global semiconductor industry by accounting
for 28% of the worldwide semiconductor market excluding
memory, a decrease from 30% in 2022, mainly due to the
semiconductor industry inventory correction.
The Company’s strong market position stems in great part
from its leadership in advanced process technologies. In
2023, 58% of TSMC’s wafer revenue came from advanced
manufacturing processes – defined as geometries of 7nm and
smaller – up from 53% in 2022.
TSMC offers a 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 3DFabric®, a comprehensive
family of 3D silicon stacking and advanced packaging
technologies to complement its process technology offerings.
TSMC 3DFabric® provides customers greater chip design
flexibility to unleash innovation and is another differentiating
competitive advantage for the Company.
the expanding use of in-house application-specific integrated
circuits (ASIC) by systems companies.
2.2.2 Market Overview
TSMC estimates that the worldwide semiconductor market
excluding memory reached US$481 billion in revenue in 2023,
representing a 2% decline from 2022. In the foundry segment
of the semiconductor industry, total revenue fell to US$114
billion in 2023, a 13% year-over-year decrease.
2.2.3 Industry Outlook, Opportunities and Threats
Foundry Industry Demand and Supply Outlook
In 2023, TSMC’s revenues in the foundry segment declined,
primarily due to the weak electronic equipment (EE) end
demand and supply-chain inventory corrections. Although
industry megatrends, such as 5G, artificial intelligence (AI),
and accelerating digital transformation remained intact,
macro-economic uncertainties dampened both consumer and
business spending, resulting in reduced demand for many EE
devices, such as smartphones and personal computers (PCs).
In addition, the electronics supply chain experienced severe
inventory corrections throughout 2023 to digest the excess
inventory that had accumulated over the past two years due to
supply uncertainties, impacting the growth of foundry segment
and TSMC.
Looking ahead to 2024, macro-economic and geopolitical
uncertainties remain high. However, TSMC expects end
demand for many EE products such as smartphones and PCs
to gradually recover with mild growth spurred in part by the
pent-up demand after consecutive declines in the past two
years. In addition, the acceleration of AI related adoptions
will also fuel demand for semiconductors. The Company
also expects the overall excess inventory in the system and IC
companies to be largely digested and back to healthy levels
by the first half of 2024, establishing a solid base for growth
in 2024. For the longer term, driven by the above-mentioned
megatrends and increasing semiconductor content in most
EE devices, TSMC projects a high single-digit compound
annual growth rate for the worldwide semiconductor market
excluding memory from 2023 through 2028. Furthermore, the
Company expects foundry segment revenue growth to outpace
the growth of semiconductors excluding memory, fueled by
continuing market share gains by fabless companies, increases
in integrated device manufacturer (IDM) outsourcing, and
As an upstream supplier in the semiconductor supply chain, the
foundry segment is tightly correlated with the market health
of all major platforms including high performance computing
(HPC), smartphones, Internet of Things (IoT), automotive, and
digital consumer electronics (DCE).
● High Performance Computing (HPC)
The HPC platform includes PCs, tablets, game consoles, servers,
base stations and more. Major HPC unit shipments declined
14% in 2023 due to prolonged high inflation, macro-economic
uncertainty and continued inventory correction, all resulting
in weak demand on the consumer side. Meanwhile, demand
for servers and data centers equipped with accelerators
was relatively healthy, to fulfill the rapidly expanding types
and needs of AI applications, especially generative AI, and
continued 5G base station deployment.
Moving into 2024, despite lingering macro-economic
uncertainty, TSMC projects low-single-digit growth in HPC
unit shipments driven by normalized inventory levels, pent-up
demand resulting from declines in the past two years, and
the ongoing AI arms race. Longer term, an increasingly
intelligent and more connected 5G world will demand massive
computing power as well as increasingly energy-efficient
computing. Both of these require higher performance and
more power-efficient central processing units (CPUs), graphics
processor units (GPUs), Network Processing Units (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 TSMC’s technology leadership in these
areas
● Smartphones
Due to higher inflation, a soft global economy and the
ongoing Russo-Ukrainian war, smartphone unit shipments
declined 6% in 2023, reflecting a slowdown in the pace of 5G
commercialization as well, thus prolonging the replacement
cycle of 4G. The long supply chain inventory correction
having subsided, smartphone growth is expected to return
due to greater demand from emerging countries as well as
cyclical recovery. TSMC therefore projects a low-single-digit
growth for the smartphone market in 2024. Over the longer
term, however, the inevitable migration to 5G, together with
016
017
improved performance, longer battery life, biosensors and
more edge AI features, will all continue to propel smartphone
sales growth 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 edge AI applications
and various complex software computations as well as higher
resolution images and 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.
● Internet of Things (IoT)
The IoT platform includes various types of smart connected
devices ranging from wearables and health monitors to home
and industrial automation devices. After the pandemic, digital
transformation has resumed, refueling IoT growth momentum.
Consumer and enterprise spending, however, was also held
back by global inflation and economic slowdown. The end
result was a modest 3% growth rate in IoT device shipments in
2023, with smart health and smart retail devices as the major
drivers.
As IoT devices incorporate more AI features, the IoT industry
is expected to maintain long-term growth. The first half of
2024 is projected to remain somewhat depressed, with growth
momentum expected to recover in the second half. Overall,
TSMC projects IoT unit shipments will enjoy a high-single-digit
growth in 2024. Additionally, as more AI functions to be
incorporated, IoT devices will require chips with higher
performance and lower power consumption. TSMC offers
various manufacturing processes that supports the need
of IoT industry, including advanced technology, ultra-low
power (ULP), and various special process technologies, to
support customers in providing differentiated, innovative and
competitive products, and fulfill requirements of sustainability
development.
● Automotive
The global automotive market continues to recover from the
supply constraints of the past couple years. Worldwide car unit
production grew 9% in 2023, supported by pent-up consumer
demand and OEM inventory restocking as supply chains
normalized. The ongoing headwinds of high inflation and
macro-economic uncertainty, however, are expected to hold
global car unit production to low-single-digit decline in 2024.
The megatrend in the automotive industry today 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 further boost demand for Application
Processor (AP)/Microcontroller Unit (MCU)/ASIC processors,
in-car networking, sensors, and power management ICs
(PMICs), thus continuously increasing the silicon content
per car. TSMC is well-positioned to support the automotive
industry’s megatrend transition, by providing advanced
process technologies and manufacturing solutions that
enable customers to develop competitive products for the
automotive market. In addition, TSMC also offers a range
of automotive-grade manufacturing processes, including
those with AEC-Q100 and ISO 26262 certification, to ensure
the highest levels of quality and reliability for automotive
applications.
● Digital Consumer Electronics (DCE)
The global DCE market declined 3% in 2023 as overall
demand was sluggish for TVs, set-top boxes (STB) and other
consumer products that sold well during pandemic. Fighting
longer replacement cycles, as well as high inflation squeezing
consumer budgets, the TV market had a modest upswing
of shipments in the U.S. due to restocking of low channel
inventory but it was offset by weak demand in China, where
economic growth has slowed and consumer spending fell due
to a variety of factors including a weakened housing market,
low marriage rates, and the US-China decoupling.
In 2024, the DCE market is expected to have gradual recovery
in Europe and emerging regions. Therefore, TSMC forecasts
shipments to show a low-single-digit annual growth rate.
Potential growth drivers of the DCE market include large
screens, 120Hz/165Hz high frame rate Gaming TVs, voice AI
control, and WiFi 6 connectivity. Regardless of the timing of
the recovery, TSMC’s 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 and flexible supply deliveries
to handle fluctuating demand dynamics. Foundry vendors play
an important role in maintaining the health and effectiveness
of the supply chain. As a leader in the foundry segment, TSMC
provides advanced technologies and large-scale capacity to
complement the innovations created in the downstream chain.
2.2.4 TSMC Position, Differentiation and Strategy
Position
TSMC is a global semiconductor foundry leader in advanced
and specialty technologies and in advanced packaging
technologies. In 2023, TSMC accounted for 28% of the
worldwide semiconductor market excluding memory, a
decrease from 30% in 2022, mainly due to the semiconductor
industry inventory correction. Net revenue by geography,
calculated mainly on the country in which customer companies
are headquartered, was: 68% from North America; 12% from
China; 8% from the Asia Pacific region, excluding China and
Japan; 6% from Europe, the Middle East and Africa; and 6%
from Japan. Net revenue by platform was: 43% HPC; 38%
smartphones; 8% the IoT; and 6% automotive. In addition,
2% came from DCE, while other segments 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 leading-edge, next-generation
technologies. The Company also maintains a leadership
position in more mature technologies by applying the lessons
learned in developing advanced 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.
TSMC is well recognized for industry-leading manufacturing
capabilities and further extends its leadership through its Open
Innovation Platform® (OIP) and Grand Alliance initiatives. The
Company’s 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
and technology co-optimization (DTCO) capabilities, process
technology and backend services. A key element is a set of
ecosystem interfaces and collaborative components initiated
and supported by the Company to 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, 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 improve competitiveness and win business.
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 a process-technology-centric to a product-
application-centric approach, the Company has constructed
five corresponding technology platforms to provide customers
with comprehensive, 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:
018
019
High Performance Computing (HPC): Driven by data explosion
and AI 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 logic process technologies
such as 3nm FinFET (N3), 4nm FinFET (N4), 5nm FinFET
(N5), 6nm FinFET (N6), 7nm FinFET (N7), and 12nm/16nm
FinFET (N12/N16), as well as comprehensive IPs including
high-speed interconnect IPs, to meet customers’ product
requirements for transferring and processing vast amounts
of data anywhere at any time. Specifically, the Company
introduced its HPC focused technologies, N4X and N3X,
representing the ultimate performance and maximum clock
frequencies in TSMC’s 5nm and 3nm families, respectively.
Based on advanced process nodes, a variety of HPC products
have been launched, such as AI accelerators (AI GPUs and AI
ASICs), PC CPUs, consumer GPUs, field programmable gate
arrays (FPGAs), server processors, 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 TSMC 3DFabric®
advanced packaging and silicon stacking technologies, such
as CoWoS®, Integrated Fan-Out (InFO), and TSMC-SoIC®, to
enable homogeneous and heterogeneous chip integration
to meet customer 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
Enhanced (N3E), N3, N4 Plus (N4P), N4, N5 Plus (N5P),
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), 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 radio frequency (RF), RF frontend, embedded flash
memory, emerging memory, power management ICs, sensors,
and display chips, as well as TSMC 3DFabric® advanced
packaging technologies, such as industry-leading InFO
technology.
Internet of Things (IoT): To serve the three megatrends of the
IoT, “everything connected, smart and green,” TSMC not only
provides customers with solid logic technologies, including
5nm, 6nm, 7nm, 12nm, 16nm, and 28nm, but also builds
a leading, complete and highly integrated ULP technology
platform based on its logic technologies to enable customers’
product innovations for the artificial intelligence of things
(AIoT).
TSMC’s industry-leading ULP technologies, including the
new FinFET-based 6nm technology – N6eTM and 12nm
technology – N12eTM, feature both energy efficiency and high
performance. These technologies provide more computing
power and AI inferencing capability while reducing system
power consumption. In addition, the planar transistor based
mainstream technologies, such as 22nm ultra-low leakage
(ULL), 28nm ULP, 40nm ULP, and 55nm ULP technologies,
have been widely adopted by various IoT system-on-a-chip
(SoC) and battery-powered products to extend battery life.
TSMC’s ULP technology platform also provides customers with
comprehensive specialty technologies, covering RF, enhanced
analog devices, embedded flash memory, emerging memory,
sensors and display devices, and power management ICs,
as well as multiple TSMC 3DFabric® advanced packaging
technologies, including InFO technology. In doing so, TSMC
supports the demand of various and rapidly growing AIoT
product applications, including AP and edge computing MCU,
wireless connectivity, Bluetooth, baseband processor, radio
frequency identification (RFID), display devices and PMICs.
For extreme low power product application requirements,
TSMC has also extended its low operating voltage (Low Vdd)
offerings and has provided simulation program with integrated
circuit emphasis (SPICE) models with wide-range operating
voltages and design guidelines to lower the adoption barrier
and reduce product lead time to help customers successfully
launch innovative products.
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 achieve greater energy-efficient
computing.
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 3DFabric® advanced
packaging and silicon stacking technologies, and testing
services, and so on, all of which deliver more value to
customers through optimized solutions.
Automotive: TSMC offers a comprehensive spectrum of
technologies and services to support the automotive industry’s
three megatrends – building vehicles that are “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
ADAS, advanced in-vehicle infotainment (IVI), as well as zonal
controllers for new E/E architecture in the next generation
vehicles (internal combustion engine (ICE) and EV). In 2023,
TSMC introduced its N3 Auto Early (N3AE) program, providing
automotive process design kits (PDKs) to support automotive
customers to adopt the industry's most advanced 3nm
technology early on to design automotive application products.
In addition to its advanced logic platform, TSMC offers a broad
array of competitive automotive-grade specialty technologies
including 28nm embedded flash memory, 28nm, 22nm, and
16nm mmWave RF, high sensitivity CMOS Image Sensor (CIS)/
light detection and ranging (LiDAR) sensors, and PMICs. The
emerging technology of magneto-resistive random access
memory (MRAM) has demonstrated automotive Grade-1
capability on 22nm and has passed automotive Grade-1
requirements on 16nm in 2023. All these technologies are
applied to TSMC’s automotive process qualification standards
based on AEC-Q100 standards of Automotive Electronic
Council (AEC) and/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 TVs (DTV), STB, AI-embedded smart cameras and
associated wireless local area networks (WLAN), PMICs, and
timing controllers (T-CON) . The Company’s leading N6, 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
020
021
2.3 Organization
2.3.1 Organization Chart
Shareholders’ Meeting
Audit and Risk
Committee
Compensation and
People Development
Committee
Board of Directors
Chairman
Vice Chairman
As of 03/01/2024
Nominating, Corporate
Governance and
Sustainability
Committee
CEO Office
Corporate
Governance
Officer
Internal Audit
ESG
Co-COO Office
Operations
Overseas Operations Office
Research and Development
Pathfinding for System Integration
Europe and Asia Sales
North America
Business Development
Quality and Reliability
Corporate Information Technology
Materials Management
Corporate Planning Organization
Corporate Strategy Development
Finance
Legal
Human Resources
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
Overseas Operations Office
● Support the expansion of our global footprint and oversee
TSMC Arizona Organization, JASM Organization and ESMC
Organization
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
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
Corporate Information Technology
● Integration of the Company’s technology and business IT
systems; infrastructure development; 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
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 Development
● 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
● Corporate Information Security
Communication services and assurance of IT security and
service quality
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
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%
12,967,192
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 02/29/2024
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
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
71-75
Male
76-80
R.O.C.
07/26/2021
07/25/2024
06/08/2017
7,179,207
0.03%
6,392,834
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
Chairman, Taiwan Semiconductor Industry Association (TSIA)
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.
Honorary Ph.D., National Yang Ming Chiao Tung University
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.
Current Positions at Non-profit Organizations
Chairman, TSMC Education and Culture Foundation
Director, Cloud Gate Culture and Arts Foundation
Director, Chu-Ming Medical Foundation
CEO, TSMC
Chairman of:
- TSMC China Company Ltd. (a non-public company)
- Global UniChip Corp.
Vice Chairman, Vanguard International Semiconductor
Corp.
Selected Education and Professional Qualification
Bachelor Degree in Statistics, Fu Jen Catholic University
Master Degree in Economics, National Taiwan University
Ph.D. in Economics, National Chung Hsing University
Director, Taiwania Capital Management Corp.
(Representative of National Development Fund,
Executive Yuan) (a non-public company)
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 National Development Fund, Executive Yuan
(Continued)
025
Director
National Development Fund, Executive Yuan
(Note 2)
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 3)
779
(Note 3)
0.00%
779
0.00%
-
-
-
-
024
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
76-80
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
Non-Executive Director of:
- Imagination Technologies Group Ltd., UK (a non-
public company)
- Darktrace Plc, UK
None
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
Selected Education and Professional Qualification
Bachelor Degree in Engineering, Loughborough University
Honorary Doctorate of Technology, 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
11 Honorary Doctorate Degrees in total
Past Positions
Semiconductor Engineer, Texas Instruments Inc. (T.I.), U.S.
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
Chairman, NXP Semiconductors N.V., the Netherlands
Senior Advisor, Alix Partners LLP, London
Advisory Board Member, The Longreach Group Ltd., HK
Board Mentor, Chairman Mentors International (CMi) Ltd., London
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-)
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
Member of the National Academy of Engineering
Recognized as NACD (National Association of Corporate Directors) Directorship CertifiedTM, 2020
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, SEMI
Director, Meyer Burger Technology Ltd., Switzerland
Chairman of the Board, NASDAQ, Inc.
Director, Pica8 Inc., U.S.
Director, University of Wisconsin Foundation, U.S.
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.
Lead Independent Director, NASDAQ, Inc.
Independent Director and Compensation Committee
Chair, Gogoro Inc., Cayman Islands
Independent Director, Compensation Committee
Chair, and Nominating and Corporate Governance
Committee Member, Tigo Energy, Inc., U.S.
Independent Director, 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)
(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)
-
-
-
%
-
-
-
Selected Current Positions at TSMC and
Other Companies
Chairman of:
- SiMa Technologies, Inc., U.S. (a non-public company)
- Foretellix, Ltd., Israel (a non-public company)
Independent Director, NXP Semiconductors N.V., the
Netherlands
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.
Shares Currently Held by
Spouse & Minors
Shares (Note 1)
-
-
-
%
-
-
-
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
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
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)
Director, San Jose Institute of Contemporary Art, U.S.
Selected Education and Professional Qualification
Master Degree in 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. (2004-2012)
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
Supervisor, 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
Ray and Maria Stata Professor of Electrical Engineering and Computer Science, MIT, since 2023
Member of Board of Trustees, Carnegie Endowment for International Peace
Director, Council on Foreign Relations, U.S.
Director, Waverley Street Foundation, U.S.
Member, Board of Trustees, Instituto Tecnológico de Monterrey, Mexico
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: Major Shareholders of the Institutional Shareholder
Institutional Shareholder
National Development Fund, Executive Yuan
028
Major Shareholders (Top 10 Shareholders) of the Institutional Shareholder
Not Applicable
Note 3: Mr. Ming-Hsin Kung was appointed as the representative of National Development Fund on July 24, 2020.
029
2.4.2 Remuneration of 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)
(Note 3)
Allowances (D) (Note 4)
Amount and Ratio of
Total A, B, C and D to
Net Income
Compensation to a Director Who is an Employee of TSMC or
of TSMC’s Consolidated Entities
Base Compensation,
Bonuses, and Allowances (E)
(Note 4)
Severance Pay and
Pensions (F) (Note 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)
80,605,415
80,605,415
278,299
278,299
438,652,560
438,652,560
1,417,464
1,417,464
520,953,738
0.0621%
520,953,738
0.0621%
-
-
-
-
-
-
-
-
-
-
-
328,137,656
328,137,656
278,299
278,299
219,326,280
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,560,000
10,560,000
1,221,743
1,221,743
10,560,000
10,560,000
16,445,264
16,445,264
13,200,000
13,200,000
16,445,264
16,445,264
16,445,264
16,445,264
13,200,000
13,200,000
16,445,264
16,445,264
-
-
-
-
-
-
-
-
-
-
-
-
-
-
80,605,415
80,605,415
278,299
278,299
551,953,616
551,953,616
2,639,207
2,639,207
11,781,743
0.0014%
11,781,743
0.0014%
10,560,000
0.0013%
10,560,000
0.0013%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
635,476,537
0.0758%
635,476,537
0.0758%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
328,137,656
328,137,656
278,299
278,299
219,326,280
Amount and Ratio of Total
A, B, C, D, E, F and G to Net
Income (Note 5)
From TSMC
From All
Consolidated
Entities
520,953,738
0.0621%
547,742,235
0.0653%
11,781,743
0.0014%
10,560,000
0.0013%
520,953,738
0.0621%
547,742,235
0.0653%
11,781,743
0.0014%
10,560,000
0.0013%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
16,445,264
0.0020%
13,200,000
0.0016%
16,445,264
0.0020%
Compensation
to Directors from
Non-consolidated
Affiliates or Parent
Company
-
-
19,450,666
-
-
-
-
-
-
-
1,183,218,772
0.1411%
1,183,218,772
0.1411%
19,450,666
-
-
-
-
-
-
-
-
-
-
-
-
219,326,280
-
-
-
-
-
-
-
-
219,326,280
-
-
-
-
-
-
-
-
-
-
-
* 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 2023 financial statements: Dr. F.C. Tseng for NT$17,783,760.
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 and People Development 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 and Risk Committee and the Compensation and People Development
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 compensation of directors was expensed based on the estimated payment amounts. If the actual amounts subsequently paid differ from the above estimated amounts, the differences will be recorded in the
year fully paid as a change in accounting estimate.
Note 4: The above-mentioned figures include expenses for Company cars and related reimbursements, but do not include compensation of Company drivers (totaled NT$5,034,409).
Note 5: Total remuneration of the directors from TSMC and from all consolidated entities in 2022, including their employee compensation, both accounted for 0.1365% of 2022 net income.
030
031
2.5 Management Team
2.5.1 Information Regarding Management Team
Gender
Nationality
On-board Date
(Note 1)
Shares Held
Shares Held by Spouse
& Minors
Shares Held in the Name
of Others
Shares
(Note 2)
%
Shares
(Note 2)
%
Shares
(Note 2)
Male
R.O.C.
02/01/1998
6,392,834
0.02%
700,261
0.00%
Female
R.O.C.
06/01/1999
4,414,753
0.02%
2,059,530
0.01%
Male
R.O.C.
07/01/2004
1,457,328
0.01%
Male
U.S.
11/14/1997
-
-
-
-
-
-
Male
R.O.C.
01/01/1987
4,932,964
0.02%
4,190,107
0.02%
Male
R.O.C.
11/14/1994
1,016,273
0.00%
-
-
Male
R.O.C.
01/01/1987
12,660,501
0.05%
1,168,961
0.00%
Male
R.O.C.
12/15/1997
435,570
0.00%
60,802
0.00%
Male
U.S.
11/01/2016
115,867
0.00%
-
-
-
-
-
-
-
-
-
-
-
%
-
-
-
-
-
-
-
-
-
Female
R.O.C.
03/20/1995
707,793
0.00%
67,906
0.00%
384,000
0.00%
Male
R.O.C.
05/03/1999
1,660,166
0.01%
-
-
Male
R.O.C.
06/01/1992
226,043
0.00%
1,135,529
0.00%
Male
R.O.C.
12/28/1994
258,496
0.00%
Male
R.O.C.
02/06/1995
181,289
0.00%
-
-
-
-
-
-
-
-
-
-
-
-
Title
Name
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 & Overseas Operations
Office
Chairman
TSMC AZ
Rick Cassidy
Senior Vice President
Operations & Overseas Operations Office
Y.P. Chyn (Note 4)
Senior Vice President
Research and Development
Y.J. Mii (Note 4)
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 (Note 5)
Senior Vice President
Business Development & Overseas Operations Office
Kevin Zhang (Note 5)
Senior Vice President and General Counsel
Corporate Governance Officer
Legal
Sylvia Fang (Note 6)
Senior Vice President and Chief Financial Officer
Spokesperson
Finance
Wendell Huang (Note 6)
Vice President
Operations/Fab Operations I
CEO
Overseas Operations Office/TSMC AZ
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
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)
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., Electrical Engineering, National Chiao Tung University, Taiwan
Vice President, Fab Operations, TSMC
Vice President, Technology Development, TSMC
Vice President, Fab 14B, TSMC
Senior Director, Fab 14B, TSMC
Ph.D., Materials Engineering, Georgia Institute of Technology, U.S.
Vice President, Integrated Interconnect & Packaging, TSMC
Senior Director, Integrated Interconnect & Packaging Division, TSMC
Ph.D., Electrical Engineering, National Tsing Hua University, Taiwan
Vice President, Product Development, TSMC
Vice President, Fab 12B, TSMC
Senior Director, Fab 12B, TSMC
Selected Current Positions at Other
Companies
None
Managers Who Are Spouses or within Second-degree
Relative of Consanguinity to Each Other (Note 3)
As of 02/29/2024
Title
None
Name
None
Relation
None
Director and/or Supervisor, TSMC subsidiaries
None
None
None
None
None
None
None
Director, TSMC subsidiary
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, Supervisor, and/or President, TSMC
None
None
None
subsidiaries
Director, TSMC affiliate
Director, TSMC subsidiary
None
None
None
None
None
None
None
None
None
None
None
(Continued)
033
Male
R.O.C.
09/01/1993
356,832
0.00%
1,250
0.00%
-
-
Ph.D., Materials Science & Engineering, Massachusetts Institute of Technology, U.S.
Senior Director, Advanced Tool and Module Development Division, TSMC
Title
Name
Gender
Nationality
On-board Date
(Note 1)
Education and Selected Past Positions
Selected Current Positions at Other
Companies
Shares Held
Shares Held by Spouse
& Minors
Shares Held in the Name
of Others
Shares
(Note 2)
%
Shares
(Note 2)
%
Shares
(Note 2)
Male
R.O.C.
12/09/1996
493,404
0.00%
198,943
0.00%
Male
U.S.
07/29/2002
371,055
0.00%
34,470
0.00%
-
-
%
-
-
Male
R.O.C.
08/03/1988
375,532
0.00%
-
-
430,000
0.00%
Male
R.O.C.
06/16/1988
1,709,617
0.01%
219,924
0.00%
851,908
0.00%
Male
R.O.C.
05/22/2017
33,310
0.00%
Male
U.S.
03/21/2016
72,532
0.00%
-
-
-
-
Male
U.S.
01/04/2021
41,137
0.00%
10,000
0.00%
Male
R.O.C.
05/28/2007
395,044
0.00%
6,000
0.00%
Male
R.O.C.
01/17/1989
2,608,118
0.01%
1,993,040
0.01%
Male
R.O.C.
08/01/2000
180,957
0.00%
15,000
0.00%
Male
R.O.C.
11/01/2021
90,927
0.00%
-
-
Male
R.O.C.
12/15/1997
180,318
0.00%
105,000
0.00%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Vice President
Research and Development/Platform Technology
Michael Wu
Vice President
Research and Development/Pathfinding
Min Cao
Vice President
Operations/Fab Operations II
CEO
Overseas Operations Office/JASM
Y.H. Liaw
Vice President
Research and Development/Advanced Tool and
Module Development
Simon Jang
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
Vice President
Operations/Fab Operations I
CEO
Overseas Operations Office/ESMC
Ray Chuang (Note 7)
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
Master, Chemical Engineering, National Tsing Hua University, Taiwan
Vice President, Fab Operations, TSMC
Vice President, Fab 15B, TSMC
Senior Director, Fab 15B, TSMC
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
None
None
Director, TSMC subsidiaries
Director, TSMC affiliate
None
None
Managers Who Are Spouses or within Second-degree
Relative of Consanguinity to Each Other (Note 3)
Title
None
None
None
Name
None
None
None
Relation
None
None
None
Deputy Director
Sharon Jang
sister
None
None
None
Director, TSMC subsidiaries
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Master, Materials Science & Engineering/Engineering Economics System, Stanford
None
None
None
None
University, U.S.
Senior Director, Fab 18A, TSMC
Director, Fab 12B, TSMC
Note 1: On-board date means the official date joining TSMC.
Note 2: Dose not include shares held in the form of ADSs.
Note 3: President (or someone with an equivalent job responsibility, i.e. the highest ranking manager of the company) and Chairman are not (1) the same person, (2) in a marital relationship with each other, or (3)
within one degree of consanguinity.
Note 4: Mr. Y.P. Chyn and Dr. Y.J. Mii were appointed as Executive Vice Presidents and Co-Chief Operating Officers, effective March 1, 2024.
Note 5: Dr. Cliff Hou and Dr. Kevin Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers, effective March 1, 2024.
Note 6: Ms. Sylvia Fang and Mr. Wendell Huang were promoted to Senior Vice Presidents, effective February 6, 2024.
Note 7: Mr. Ray Chuang was promoted to Vice President, effective May 9, 2023.
034
035
2.5.2 Compensation of CEO and Vice Presidents (Note 1)
Unit: NT$
Title
Name
From TSMC
From All
Consolidated
Entities
Chief Executive Officer
C.C. Wei
14,962,410
14,962,410
Senior Vice President, Chief Financial Officer/Spokesperson
Wendell Huang
5,995,500
5,995,500
From TSMC
278,299
111,517
From All
Consolidated
Entities
278,299
111,517
Bonuses and Allowances (C)
(Note 6)
From TSMC
From All
Consolidated
Entities
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
313,175,246
313,175,246
219,326,280
57,211,091
57,211,091
40,179,742
-
-
219,326,280
40,179,742
Salary (A)
Severance Pay and Pensions (B)
(Note 5)
Profit Sharing (D)
Amount and Ratio of Total A, B, C
and D to Net Income (Note 7)
Senior Vice President
Senior Vice President
Senior Vice President/Chairman, TSMC Arizona
Senior Vice President
Senior Vice President
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chyn (Note 2)
Y.J. Mii (Note 2)
Senior Vice President/Chief Information Security Officer
J.K. Lin
Senior Vice President
Senior Vice President
Cliff Hou (Note 3)
Kevin Zhang (Note 3)
Senior Vice President and General Counsel/Corporate Governance
Officer
Sylvia Fang
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 and Chief Information Officer
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
Vice President
Total
Y.L. Wang
Douglas Yu
T.S. Chang
Michael Wu
Min Cao
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
Ray Chuang (Note 4)
136,548,315
162,258,591
2,539,793
3,202,056
1,388,757,585
1,584,248,205
980,476,267
-
980,476,267
157,506,225
183,216,501
2,929,609
3,591,872
1,759,143,922
1,954,634,542
1,239,982,289
-
1,239,982,289
Note 1: Compensation policy, standards/packages, procedures, the linkage to operating performance and future risk exposure: The total compensation of 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 and People Development Committee then submitted to the Board of Directors for
approval.
Note 2: Mr. Y.P. Chyn and Dr. Y.J. Mii were appointed as Executive Vice Presidents and Co-Chief Operating Officers, effective March 1, 2024.
Note 3: Dr. Cliff Hou and Dr. Kevin Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers, effective March 1, 2024.
Note 4: Mr. Ray Chuang was promoted to Vice President, effective May 9, 2023. These amounts did not include compensation for the period before his promotion.
Note 5: Pensions funded according to applicable law.
Note 6: The above-mentioned figures include the expense for the business performance bonuses distributed in May, August, November 2023 & February 2024, and Company cars and gasoline reimbursements.
Note 7: Total compensation of the executive officers from TSMC in 2022 accounted for 0.3700% of 2022 net income. Total compensation of the executive officers from all consolidated entities in 2022 accounted for
0.3846% of 2022 net income.
From TSMC
547,742,235
0.0653%
103,497,850
0.0123%
From All
Consolidated
Entities
547,742,235
0.0653%
103,497,850
0.0123%
2,508,321,960
0.2991%
2,730,185,119
0.3256%
3,159,562,045
0.3768%
3,381,425,204
0.4033%
-
-
-
-
Compensation from
Non-consolidated
Affiliates or Parent
Company
-
-
-
-
036
037
The Company’s Policy, Standards/Packages, Procedures for the Compensation of the CEO and Vice Presidents, and the
Linkage to Their Performance Evaluation and the Future Risk Exposure
Compensation of CEO and Vice Presidents
● The Company’s Policy, Standards/Packages
The compensation of the CEO and Vice Presidents takes into account, in a comprehensive manner, aspects of their experience,
professional capabilities, managerial skills, and the positions they hold. The said compensation is also closely linked to both
the financial and non-financial performance goals, so as to reflect the fulfillment of their responsibilities as well as their work
performance. Compensation includes salary, quarterly paid cash bonus, allowances, and profit sharing based on annual profits of
the Company. Moreover, since 2021, TSMC has begun to offer Employee Restricted Stock Awards to link their compensation with
shareholders’ interests and ESG achievements. The company places a greater emphasis on variable compensation constituting a
larger proportion of the total compensation versus fixed compensation, and prioritizes long-term incentive rewards to better align
the compensation of our CEO and executives with the company’s sustainable business performance, shareholder interests, and ESG
achievements. The Compensation and People Development Committee approves the compensation plan regularly, which is then
submitted to the Board of Directors for approval.
● The Procedures
Quarterly cash bonuses and profit-sharing are for the purpose of rewarding employee contributions, incentivizing employees to
continue to work hard, and aligning employee interests with those of TSMC’s shareholders. According to Articles of Incorporation,
if the Company is profitable for the year, at least 1% of the profits will be allocated as employee compensation. The frequency,
date, and conditions of the distribution of employee compensation will be determined according to the Company’s bonus policy.
The Company further determines the bonus and profit-sharing amounts based on operating results and common domestic industry
practice. The amount and distribution of the employee bonuses are recommended by the Compensation and People Development
Committee to the Board of Directors for approval. Cash bonuses are paid quarterly, and profit sharing are paid after approval at the
Board of Directors meeting and having reported the same at the Shareholders’ meeting.
TSMC established Employee Restricted Stock Awards to link the compensation for CEO and Vice Presidents with ESG achievements
and the interests of shareholders. The number of shares granted to the CEO and Vice Presidents will be determined by the Chairman
and CEO by taking into account the Company’s business performance, the individual’s job grade, performance, and other factors
as deemed appropriate and approved by Compensation and People Development Committee, and ultimately subject to Board of
Directors’ approval.
● The Linkage to the Performance Evaluation
The compensation of TSMC’s CEO and Vice Presidents is governed by the Company’s bonus policy, which covers the achievement
of both corporate operational goals and personal annual objectives. Corporate goals include financial indicators and non-financial
indicators. Personal annual objectives include operational goals and ESG achievements in focus areas: Drive Green Manufacturing,
Build a Sustainable Supply Chain, Create a Diverse and Inclusive Workplace, Develop Talent, and Care for the Disadvantaged. The
Employee Restricted Stock Awards provided has a vesting period of three years (for details, please refer to “4.6.1 Status of Employee
Restricted Stock” on page 86-91 of this Annual Report). The corporate performance indicators are the relative total shareholder
return (TSR) of the company compared to TSR of the S&P 500 IT Index TSR, with the company’s ESG achievements as a modifier.
Through these two clear quantitative indicators, we strengthen management’s long-term and continuous creation of shareholder
value while improving ESG performance, which shows a strong correlation with the Company’s overall performance.
● The Future Risk Exposure
The compensation of TSMC’s CEO and Vice Presidents is based on the relevant industry benchmarks and the performance of the
Company. The standards, structure, and system of compensation are reviewed and adjusted as necessary in response to changes
in the Company’s actual operating conditions and relevant laws and regulations. The Company does not create financial incentive
programs that may lead executives to pursue remuneration at the expense of exceeding the Company’s risk tolerance level, so as to
ensure a balance between sustainable business operations and risk control.
● Clawback Policy
TSMC established the Clawback policy in 2023. (Disclosed on tsmc.com/Home/Investors/Corporate Governance/Major Internal
Policies/TSMC Clawback Policy)
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
2023
From All Consolidated Entities and Non-consolidated Affiliates
None
None
None
None
None
None
None
NT$30,000,000 ~ NT$49,999,999
Ray Chuang
Ray Chuang
NT$50,000,000 ~ NT$99,999,999
Sylvia Fang, Y.L. Wang, T.S. Chang, Michael Wu, Min Cao, 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
Sylvia Fang, Y.L. Wang, T.S. Chang, Michael Wu, Min Cao, 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
Over NT$100,000,000
C.C. Wei, Wendell Huang, Lora Ho, Wei-Jen Lo, Y.P. Chyn, Y.J. Mii, J.K. Lin,
Cliff Hou, Kevin Zhang, Douglas Yu
C.C. Wei, Wendell Huang, Lora Ho, Wei-Jen Lo, Rick Cassidy, Y.P. Chyn, Y.J.
Mii, J.K. Lin, Cliff Hou, Kevin Zhang, Douglas Yu
Total
27
27
2.5.3 Employees’ Profit Sharing of Management Team
Unit: NT$
Title
Chief Executive Officer
Name
C.C. Wei
Senior Vice President, Chief Financial Officer/Spokesperson
Wendell Huang
Senior Vice President
Senior Vice President
Senior Vice President/Chairman, TSMC Arizona
Senior Vice President
Senior Vice President
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chyn (Note 1)
Y.J. Mii (Note 1)
Senior Vice President/Chief Information Security Officer
J.K. Lin
Senior Vice President
Senior Vice President
Cliff Hou (Note 2)
Kevin Zhang (Note 2)
Senior Vice President and General Counsel/Corporate Governance
Officer
Sylvia Fang
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 and Chief Information Officer
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
Vice President
Total
Y.L. Wang
Douglas Yu
T.S. Chang
Michael Wu
Min Cao
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
Ray Chuang (Note 3)
Stock
(Fair Market Value)
Cash
Total
Total Profit
Sharing of
Management
Team as a % of Net
Income
-
-
219,326,280
219,326,280
40,179,742
40,179,742
0.0262%
0.0048%
-
980,476,267
980,476,267
0.1169%
-
1,239,982,289
1,239,982,289
0.1479%
Note 1: Mr. Y.P. Chyn and Dr. Y.J. Mii were appointed as Executive Vice Presidents and Co-Chief Operating Officers, effective March 1, 2024.
Note 2: Dr. Cliff Hou and Dr. Kevin Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers, effective March 1, 2024.
Note 3: Mr. Ray Chuang was promoted to Vice President, effective May 9, 2023. These amounts did not include compensation for the period before his promotion.
038
039
Fab 18
040
3 Corporate
Governance
TSMC was recognized by Fortune Magazine as one of the
“2023 World’s Most Admired Companies.”
041
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 delegates various responsibilities and authority to three Board Committees, Audit and Risk Committee, Compensation
and People Development Committee, and Nominating, Corporate Governance and Sustainability Committee. Each Committee’s
chairperson regularly reports to the Board on its activities and recommendations.
2023 Corporate Governance Awards and Ratings
Organization
Awards
Dow Jones Sustainability Indices (DJSI)
Dow Jones Sustainability World Index for the 23rd consecutive year
MSCI ESG Indexes
Morningstar
S&P Global
Sustainalytics
ISS ESG
FTSE4Good Index
Taiwan Stock Exchange
CommonWealth Magazine
Institutional Investor Magazine
Forbes
FORTUNE
Asiamoney
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
The Best Sustainable Companies to Own in 2024
Corporate Sustainability Assessment – Top 10% S&P Global ESG Score
Company ESG Risk Ratings: Low ESG Risk – Semiconductor Industry
ISS-oekom “Prime” Rated by ISS ESG Corporate Rating
FTSE4Good Emerging Index component
FTSE4Good All-World Index component
FTSE4Good TIP Taiwan ESG Index component
Top 5% in Corporate Governance Evaluation of Listed Companies for the 9th consecutive year
Talent Sustainability Award
Most Honored Company (Technology/Semiconductors) – All-Asia
Best Overall ESG (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
Best Company Board (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
The World’s Top 10 Largest Technology Companies in 2023
2023 World’s Best Employers
2023 World’s Most Admired Companies
Fortune Global 500
2023 Asia’s Outstanding Companies – Semiconductors & Semiconductor Equipment Sector for the 6th consecutive year
Taiwan Institute of Sustainable Energy
IFI Claims Patent Services
Taiwan Top 10 Sustainability Exemplary Awards for the 8th consecutive year
Ranked as 3rd in 2023 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.
In December 2023, TSMC announced that Dr. Mark Liu plans to retire from TSMC in June 2024, and will not seek re-election to the
board of directors. During his tenure, Dr. Liu has reaffirmed the Company’s commitment to its mission and focused on enhancing
corporate governance and competitiveness particularly in technology leadership, digital excellence, and global footprint. TSMC’s
Nominating, Corporate Governance and Sustainability Committee recommends Dr. C.C. Wei, while remaining as CEO, to succeed as
TSMC’s next Chairman, subject to the election of the incoming board in June 2024.
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 and Risk Committee, Compensation and People Development Committee, Nominating,
Corporate Governance and Sustainability Committee, the hiring of a financial expert consultant for the Audit and Risk 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
management 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.
042
043
The third duty of the Board of Directors is to resolve critical matters, such as capital appropriations, investment activities, dividends,
etc.
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 Board of
Directors members are nominated via rigorous selection processes. TSMC established 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. Also, TSMC developed the “Corporate Governance Guidelines” that set out the criteria for evaluating
director candidates for election by the shareholders shall be based on, among other considerations, their professional knowledge,
experience, business judgment, commitment to uphold the Company’s core values, as well as reputation in both ethical conduct
and leadership. Diversity of backgrounds (including gender, age, and culture) of Board members shall also be considered. The
“Nominating, Corporate Governance and Sustainability Committee” will recommend Independent Director candidates to the Board
of Directors for nomination. 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.
Taking the position that directors who over time have developed increasing knowledge, experience and insight into the
semiconductor industry and deeper understanding of the operations of the Company can better perform their duties and provide
an increasing contribution and value to the shareholders of the Company. Except as otherwise provided in applicable regulations
regarding the tenure limits of independent directors, there are no limits on the number of terms that a director may serve. The
Board will, however, assess director tenure on an on-going basis to ensure the Board continues to benefit from new perspectives.
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 and People Development 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 and Risk Committee, Compensation and People Development Committee, and Nominating, Corporate Governance and
Sustainability 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)
1. Every of the Independent Directors 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. Every of the Independent Directors (or nominee arrangement) as well as his/her
spouse and minor children do not hold any TSMC common shares
3. Every of the Independent Directors received no compensation or benefits for
providing commercial, legal, financial, accounting services or other services 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: The circumstances listed in Article 30 of the R.O.C. Company Act do not apply to me:
1. Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently convicted of a crime, 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 the probation, or pardon;
2. Having committed the offence in terms of fraud, breach of trust or misappropriation and subsequently convicted 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 the probation, or pardon;
3. Having committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, 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 the probation, or pardon;
4. Having been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and having not been reinstated to his rights and privileges;
5. Having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet; or
6. Having no or only limited disposing capacity.
7. Having been adjudicated of the commencement of assistantship and such assistantship having 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) Not a professional individual, owner, partner, director, supervisor, or officer of a sole proprietorship or any type of legal entity, or a spouse thereof, that have provided to TSMC or its affiliates: (1) any
audit service; or (2) commercial, legal, financial, accounting services or other services of which its total compensation exceeding NT$500,000 within the recent two years.
044
045
Board Diversity and Independence
TSMC Board of Directors members are nominated via rigorous selection processes. TSMC established both 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 the “Corporate Governance Guidelines” that set out the criteria for
evaluating director candidates for election by the shareholders shall be based on, among other considerations, their professional
knowledge, experience, business judgment, commitment to uphold the Company’s core values, as well as reputation in both
ethical conduct and leadership. Diversity of backgrounds (including gender, age, and culture) of Board members shall also be
considered. The Company aims to have at least 50% Independent Directors and at least one female director to serve on the Board.
Currently, all ten members of the Board of Directors, including a female board member, represent diverse range of 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 corporate
management 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 board diversity policy:
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.
71-75
Male
R.O.C.
76-80
Male
R.O.C.
56-60
Male
UK
76-80
Female
R.O.C.
76-80
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 and Risk Committee
The Audit and Risk 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 and Risk 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 Committee duties;
● Self-assessment of the Committee’s performance; and
● Any other matters that shall be reviewed by the Audit and Risk Committee Meeting as required by relevant laws and regulations or
its 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 and Risk 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 and Risk Committee annually conducts self-evaluation to assess the
Committee’s performance and identify areas for further attention.
TSMC’s Audit and Risk Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill
its responsibilities. It has direct access to TSMC’s internal auditors, the Company’s independent auditors, and all employees of the
Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate
to fulfill its mandate. The Audit and Risk Committee Charter is available on TSMC’s corporate website.
3.2.2 Compensation and People Development Committee
The Compensation and People Development Committee assists the Board in discharging its responsibilities related to TSMC’s
compensation and benefits policies, plans and programs, in evaluation of compensation of TSMC’s directors of the Board and
executives, and the review of the pipeline planning of the Company’s senior executives to ensure the long-term sustainability of the
Company.
The members of the Compensation and People Development 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.
046
047
TSMC’s Compensation and People Development Committee is authorized by its charter to retain an independent consultant to assist
in the evaluation of CEO’s or executive officer’s compensation. The Compensation and People Development Committee Charter is
available on TSMC’s corporate website.
Information Regarding Compensation and People Development 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
TSMC’s Compensation and People Development
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.
1. All the Committee members 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. All the Committee members (or nominee arrangement) as well as his/her spouse
and minor children do not hold any TSMC common shares
3. All the Committee members received no compensation or benefits for providing
commercial, legal, financial, accounting services or other services 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 a Compensation
Committee Member
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) Not a professional individual, owner, partner, director, supervisor, or officer of a sole proprietorship or any type of legal entity, or a spouse thereof, that have provided to TSMC or its affiliates: (1) any audit
service; or (2) commercial, legal, financial, accounting services or other services of which its total compensation exceeding NT$500,000 within the recent two years.
3.2.3 Nominating, Corporate Governance and Sustainability Committee
The Nominating, Corporate Governance and Sustainability Committee assists the Board in strengthening the selection mechanism
for directors, selecting candidates for nomination to be elected as independent directors to the Board, building diversified and
professional board, and advising on corporate governance and sustainability matters.
According to its Charter, the Committee shall be composed of the Chairman of the Board and three to six independent directors.
Currently, the Committee consists of the Chairman of the Board and all six Independent Directors.
The Nominating, Corporate Governance and Sustainability Committee is authorized by its Charter to hire independent legal,
financial and other advisors as it may deem necessary to fulfill its responsibilities. The Nominating, Corporate Governance and
Sustainability Committee Charter is available on TSMC’s corporate website.
3.2.4 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 and Risk
Committee, Compensation and People Development Committee, Nominating, Corporate Governance and Sustainability 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
40-67 of this Annual Report.
3.2.5 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 2023, the
average Board Meeting attendance rate was 94% and the attendance rate for the Audit and Risk Committee, Compensation and
People Development Committee, and Nominating, Corporate Governance and Sustainability Committee’s Meetings were 97%,
100%, 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 2023. 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
3
5
5
5
4
5
5
5
0
0
2
0
0
0
1
0
0
0
100%
None
100%
None
60%
None
100%
None
100%
None
100%
None
80%
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 and Risk Committee. For relevant
information, please refer to the “Audit and Risk 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: (1) Directors recused themselves from the discussion and voting of their compensation resolution; (2) given that NXP Semiconductors N.V. is a party to the sale
of a 30% equity share of TSMC’s wholly-owned German subsidiary, European Semiconductor Manufacturing Company (ESMC) GmbH, in an arrangement of TSMC selling 10% each to Bosch, Infineon and NXP,
Mr. Moshe N. Gavrielov recused himself from the discussion and voting as he also serves as a Director of NXP.
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.
- 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.
- TSMC Board of Directors established “Corporate Governance Guidelines” in May, 2023.
Audit and Risk Committee Meeting Status
Tenures of the Audit and Risk Committee members are from July 26, 2021 to July 25, 2024. Sir Peter L. Bonfield, Chairman of the
Audit and Risk Committee, convened four regular meetings in 2023. In addition to these meetings, he also convened one special
meeting and three telephone conferences to review the Company’s Annual Report to be filed with the Taiwan and U.S. authorities
and investor conference materials. The Committee members’ and consultant’s attendance status is as follows.
048
049
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
Annotations:
A. (1) Resolutions related to Securities and Exchange Act §14-5:
Audit and Risk Committee
Meeting Date
Resolution
5
4
5
5
5
5
5
0
1
0
0
0
0
0
100%
80%
100%
100%
100%
100%
100%
3
3
3
2
3
2
3
100%
100%
100%
67%
100%
67%
100%
None
None
None
None
None
None
None
2023 1st Regular Meeting
February 13
2023 2nd Regular Meeting
May 8
2023 3rd Regular Meeting
August 7
2023 4th Regular Meeting
November 13
● 2022 annual financial statements
● 2022 business report
● 2022 fourth quarter earnings distribution
● Capital injection of not more than US$3.5 billion to TSMC Arizona
● Fund-lending to TSMC Arizona for an amount not to exceed US$3 billion and a period not to exceed one year
● Amendments to TSMC’s “Procedures for Endorsement and Guarantee”
● NTD corporate bond issuance
● Issuance of total 2,110,000 shares of 2022 employee restricted stock awards
● Issuance of 2023 employee restricted stock awards
● 2022 Statement of Internal Control System
● 2023 first quarter financial statements
● 2023 first quarter business report
● 2023 first quarter earnings distribution
● NTD corporate bond issuance
● Amendments to TSMC’s internal control related policies and procedures
● 2023 second quarter financial statements
● 2023 second quarter business report
● 2023 second quarter earnings distribution
● Capital injection of not more than €3,499,930,000 to European Semiconductor Manufacturing Company (ESMC) GmbH
● Capital injection of not more than US$4.5 billion to TSMC Arizona
● Ratification of TSMC’s security investments classified as non-current assets
● 2023 third quarter financial statements
● 2023 third quarter business report
● 2023 third quarter earnings distribution
● Related-party sale of existing TSMC equipment to Japan Advanced Semiconductor Manufacturing, Inc. (JASM)
● 2024 service fees and out-of-pocket expenses for Deloitte
Independent Directors’ objections, reservations or major suggestions: None.
Resolution of the committee and the Company’s response to the committee’s opinion: The members of the Committee unanimously approved all the resolutions, and the Board of Directors approved all such
resolutions recommended by the Committee.
(2) There were no other resolutions which was not approved by the Committee but was approved by two thirds or more of all directors in 2023.
B. Recusals of Independent Directors due to conflicts of interests: Given that NXP Semiconductors N.V. is a party to the sale of a 30% equity share of TSMC’s wholly-owned German subsidiary, European
Semiconductor Manufacturing Company (ESMC) GmbH, in an arrangement of TSMC selling 10% each to Bosch, Infineon and NXP, Mr. Moshe N. Gavrielov recused himself from the discussion and voting as he
also serves as a Director of NXP.
C. Descriptions of the communications between the Independent Directors, the internal auditors, and the independent auditors in 2023 (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 Committee periodically and presented the findings of all audit reports in the quarterly meetings of the Committee. The head of Internal
Audit will immediately report to the members of the Committee any material matters. During 2023, the head of Internal Audit did not report any such material matters. The communication channel between
the 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 Committee any material matters that they have discovered. During 2023, the Company’s independent auditors did not report any irregularity. The
communication channel between the 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 and Risk 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 2022 (Closed
Door Session)
● 2022 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 2022
annual financial statements (Closed Door Session)
2023 1st Regular Meeting
February 13
2023 2nd Regular Meeting
May 8
● Internal Auditor’s report (Closed Door Session)
● Amendments to TSMC’s internal control related policies and
procedures (Closed Door Session)
2023 3rd Regular Meeting
August 7
● Internal Auditor’s report (Closed Door Session)
2023 4th Regular Meeting
November 13
● Internal Auditor’s report (Closed Door Session)
● 2024 internal audit plan (Closed Door Session)
Result: all of the above matters were reviewed and/or approved by the Committee whereupon Independent Directors raised no objection.
● The result of 2022 CPA evaluation questionnaire
● External auditors’ report on Deloitte China and KY matters
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2023
first quarter financial statements (Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2023
second quarter financial statements (Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2023
third quarter financial statements (Closed Door Session)
Compensation and People Development Committee Meeting Status
Tenures of the Compensation and People Development Committee members are from July 26, 2021 to July 25, 2024. Mr. Michael
R. Splinter, Chairman of the Committee, convened four regular meetings in 2023. The Committee members’ qualification and
attendance are 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
4
4
4
4
4
4
0
0
0
0
0
0
100%
100%
100%
100%
100%
100%
None
None
None
None
None
None
Annotations:
A. In 2023, the Compensation and People Development Committee conducted four regular meetings on February 13, May 8, August 7 and November 13. 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
- Vest of Employee restricted stock awards for 2021
- Grant of Employee restricted stock awards for 2022
- Employee restricted stock awards rules for 2023
- Clawback Policy
- Organization and Executive Succession Discussion
- The renaming the “Compensation Committee” to the “Compensation and People Development Committee” and the amendments to its Charter
All of the above matters were reviewed and/or approved by the Committee.
B. The Board of Directors adopted all recommendations of the Committee without modification.
C. There were no written or otherwise recorded resolutions on which any member of the Committee had an objection or reservation opinion.
Nominating, Corporate Governance and Sustainability Committee Meeting Status
According to its Charter, the Committee shall be composed of the Chairman of the Board and three to six independent directors.
Currently, the Committee consists of the Chairman of the Board and all six Independent Directors. The Nominating, Corporate
Governance and Sustainability Committee assists the Board in strengthening the selection mechanism for directors, selecting
candidates for nomination to be elected as independent directors to the Board, building diversified and professional board, and
advising on corporate governance and sustainability matters.
On February 14, 2023, the Board established the Nominating, Corporate Governance and Sustainability Committee. Tenures of
the Committee members are from February 14, 2023 to July 25, 2024. Mr. Moshe N. Gavrielov, Chairman of the Governance and
Sustainability Committee, convened five meetings in 2023. The Committee members’ professional qualification and experience,
attendance status, and discussion items are as follows:
Criteria
Name/Title
Moshe N. Gavrielov (Chair)
Independent Director
Mark Liu
Chairman of the Board
Sir Peter L. Bonfield
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif
Independent Director
Professional Qualification and Experience
Attendance in
Person
By Proxy (Note)
Attendance Rate in
Person (%)
Notes
TSMC’s Nominating, Corporate Governance and
Sustainability Committee is comprised of the Chairman of
the Board and 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.
5
5
5
5
5
5
4
-
-
-
-
-
-
-
100%
None
100%
None
100%
None
100%
None
100%
None
100%
None
80%
None
Annotations:
A. In 2023, the Nominating, Corporate Governance and Sustainability Committee conducted five meetings on February 14, March 23, May 8, August 7 and November 13. The discussion items were as follows:
- Committee’s operarion
- Future candidates for Independent Directors
- Establishment of the TSMC’s Corporate Governance Guidelines
- Sustainable Development Action Plans for Listed Companies (2023)
- Quarterly ESG report
- Annual reviewing and assessing the Committee charter and fulfillment of Committee duties
All of the above matters were reviewed, discussed and/or approved by the Committee.
B. There were no resolutions on which any member of the Committee had an objection opinion.
C. The Board of Directors approved and adopted all recommendations of the Committee without modification.
Note: The Committee members shall attend the meetings in-person, and there is no proxy available for the Committee members who are unable to attend the meeting.
050
051
Board of Directors’ Performance Evaluation Implementation Status
3.3.2 Major Resolutions of Board Meetings
Evaluation Cycle
Evaluation Period
Evaluation Scope
Evaluation Method
Evaluation Aspect
Annual
From January 1, 2023 to December
31, 2023
● The Board of Directors as a
whole
● The individual directors
● The Audit and Risk Committee
● The Compensation and People
Development Committee
● The Nominating, Corporate
Governance and Sustainability
Committee
● Internal assessment of the
Board
● Self-assessments by each
board member
● Internal assessment of each
committee
The Board of Directors are assessed on the following five aspects:
1. Involvement in the Company’s operations
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 control
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 control
Each functional Committee is assessed on the following five aspects:
1. Involvement in the Company’s operations
2. Awareness of the committee’s duties
3. Enhancement of the quality of the committee’s decision-making
4. Makeup of the committee and election of its members
5. Internal control
The Company completed self-assessments of Board and each Committee performance in 2023 and reported the results to the Board
and each Committee at its first quarter meeting in 2024 for review and improvement. The weighted average score for the overall
performance of the Board of Directors is out of 5, that included an average score of 4.90 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 4.81 out of 5. As demonstrated, the overall board’s operation has been
effective. On a scale out of 5, the weighted average scores for self-assessed performance results of the Audit and Risk Committee,
the Compensation and People Development Committee and the Nominating, Corporate Governance and Sustainability Committee
are 4.82, 4.68 and 4.63, respectively. As demonstrated, each committee’s operation has been effective.
3.3 Major Decisions of Shareholders’ Meeting and Board Meetings
3.3.1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2023 Annual Shareholders’ Meeting in Hsinchu, Taiwan on June 6, 2023. At the meeting, shareholders present in
person or by proxy approved the following resolutions:
(1) The 2022 Business Report and Financial Statements. Consolidated revenue totaled NT$2,263.89 billion and net income was
NT$1,016.53 billion, with diluted earnings per share of NT$39.20;
(2) The issuance of employee restricted stock awards for year 2023.
(3) The revisions to the Procedures for Endorsement and Guarantee
(4) The revisions to the following TSMC policies in order to reflect the Audit Committee name change to the Audit and Risk
Committee:
● Procedures for Acquisition or Disposal of Assets
● Procedures for Financial Derivatives Transactions
● Procedures for Lending Funds to Other Parties
● Procedures for Endorsement and Guarantee
Implementation Status
All the resolutions of the Shareholders’ Meeting have been fully implemented in accordance with the resolutions.
During 2023 and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:
(1) 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;
● to attract and retain corporate executives and critical talents and to link their compensation with shareholders’ interests and
ESG achievements, the board approved the issuance of 2,110,000 shares of 2022 employee restricted stock awards (RSAs). In
addition, the board approved 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;
● approving 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 a “Nominating, Corporate
Governance and Sustainability Committee” of the Board of Directors; and
● convening the 2023 Annual Shareholders’ Meeting.
(2) Regular Board Meeting of May 9, 2023:
● approving the distribution of a NT$3.00 per share cash dividend for the first quarter of 2023, and setting September 20, 2023
as the record date for common stock shareholders entitled to participate in this cash dividend distribution;
● approving capital appropriations of approximately US$366.1 million for the purpose of fab construction and installation of fab
facility systems;
● 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 TSMC’s “Corporate Governance Guidelines”; and
● approving the promotion of Fab Operations I Fab 18A Senior Fab Director Mr. Ray Chuang to Vice President.
(3) Regular Board Meeting of August 8, 2023:
● approving the distribution of a NT$3.00 per share cash dividend for the second quarter of 2023, and setting December 20,
2023 as the record date for common stock shareholders entitled to participate in this cash dividend distribution;
● approving capital appropriations of approximately US$6,059.5 million for purposes including: 1. Fab construction, and
installation of fab facility systems; 2. Installation of advanced packaging, mature and/or specialty technology capacity;
● approving an equity investment of not more than €3,499.93 million (approximately US$3,884.9 million) to a
TSMC-majority-owned subsidiary, European Semiconductor Manufacturing Company (ESMC) GmbH, in Germany to provide
foundry services; and
● approving the capital injection of not more than US$4.5 billion to TSMC Arizona, a wholly-owned subsidiary of TSMC.
(4) Special Board Meeting of September 12, 2023:
● approving the purchase of 10% equity interest in IMS Nanofabrication Global, LLC from Intel Corporation for an amount not
exceeding US$432.8 million; and
● approving an investment in Arm Holdings plc in an amount not exceeding US$100 million based on Arm’s share price at IPO.
052
053
(5) Regular Board Meeting of November 13 & 14, 2023:
● approving the distribution of a NT$3.50 per share cash dividend for the third quarter of 2023, and setting March 24, 2024 as
the record date for common stock shareholders entitled to participate in this cash dividend distribution; and
● approving capital appropriations of approximately US$4,341.95 million for purposes including: 1. Installation of advanced
technology capacity; 2. Installation of advanced packaging, mature and specialty technology capacity; 3. 2024 R&D capital
investments and sustaining capital expenditures; 4. 2024 capitalized leased assets.
(6) Regular Board Meeting of February 5 & 6,2024:
● approving the 2023 Business Report and Financial Statements;
● approving the distribution of a NT$3.50 per share cash dividend for the fourth quarter of 2023, and setting June 19, 2024 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 2023;
● approving capital appropriations of approximately US$9,421.48 million for purposes including: 1. Installation of advanced
technology capacity; 2. Installation of advanced packaging, mature and/or specialty technology capacity; 3. Fab construction,
and installation of fab facility systems, including construction of the Zero Waste Manufacturing Center at the Southern Taiwan
Science Park; 4. capitalized leased assets;
● approving the capital injection of not more than US$5,262 billion to Japan Advanced Semiconductor Manufacturing, Inc.
(JASM);
● approving the capital injection of not more than US$5 billion to TSMC Arizona, a wholly-owned subsidiary of TSMC;
● approving the capital injection of not more than US$3 billion to TSMC Global Ltd., a wholly-owned subsidiary of TSMC, for the
purpose of reducing foreign exchange hedging costs.
● approving the issuance of 2,960,000 shares of 2023 employee restricted stock awards (RSAs). In addition, approving the
issuance of no more than 4,185,000 common shares of RSAs for the year 2024, which will be submitted to the 2024 Annual
Shareholders’ Meeting for approval; and
● convening the 2024 Annual Shareholders’ Meeting;
● approving the promotion of Vice President, Finance and Chief Financial Officer Mr. Wendell Huang to Senior Vice President;
● approving the promotion of Vice President, Legal and General Counsel Ms. Sylvia Fang to Senior Vice President.
(7) Special Board Meeting of February 29, 2024:
● approving the appointment of Senior Vice President of R&D Dr. Y.J. Mii and Senior Vice President of Operations Mr. Y.P. Chyn
as Executive Vice Presidents and Co-Chief Operating Officers of TSMC.
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 2023 and as of the Date of this Annual Report: None.
3.4 Corporate Governance Implementation Status as Required by Taiwan Financial Supervisory
Commission
Assessment Item
Implementation Status
Yes
No
Explanation
1. Does Company follow “Taiwan Corporate Governance Implementation” to
establish and disclose its corporate governance practices?
2. Shareholding Structure & Shareholders’ Rights
(1) Does Company have Internal Operation Procedures for handling
shareholders’ suggestions, concerns, disputes and litigation matters. If yes,
has these procedures been implemented accordingly?
(2) Does Company possess a list of major shareholders and beneficial owners
of these major shareholders?
(3) Has the Company built and executed a risk management system and
“firewall” between the Company and its affiliates?
(4) Has the Company established internal rules prohibiting insider trading on
undisclosed information?
V
V
V
V
V
The Board of Directors of the Company has approved the establishment of the
Corporate Governance Guidelines, which has been disclosed in the Company’s
official website.
(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 according to relevant internal procedures.
(2) TSMC tracks the shareholdings of directors, officers, and top ten shareholders.
(3) TSMC has set up internal rules in the Company’s Internal Control System and
Affiliated Corporations Management.
(4) TSMC has established its “Insider Trading Policy” that applies to all employees,
officers and members of the Board of Directors of the Company and to any
other person having a duty of trust or confidence, with respect to transactions
in the Company’s securities. This policy prohibits any insider trading and the
Company regularly provides internal training on this issue.
Non-
implementation
and Its Reason(s)
None
None
(Continued)
054
Assessment Item
Implementation Status
Yes
No
Explanation
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?
V
V
(3) Has the Company established methodology for evaluating the performance
V
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?
V
(1) Please refer to “3.2 Board of Directors – Board Diversity and Independence” on
page 46 of this Annual Report.
(2) Audit and Risk Committee (Audit Committee is founded in 2002 and renamed
in 2023); Compensation and People Development Committee (Compensation
Committee is founded in 2003 and renamed in 2023); 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/
Nominating, Corporate Governance and Sustainability Committee 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, the Audit and Risk
Committee, the Compensation and People Development Committee, and the
Nominating, Corporate Governance and Sustainability Committee.
The Board of Directors are assessed on the following five aspects:
1. Involvement in the Company’s operations
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 control
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 control
Each functional Committee is assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Awareness of the committee’s duties
3. Enhancement of the quality of the committee’s decision-making
4. Makeup of the audit committee and election of its members
5. Internal control
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 4.73 out of 5, that included an
average score of 4.90 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 4.81 out of 5. As demonstrated, the overall board’s operation has
been effective. On a scale of 5, the weighted average scores for self-assessed
performance results of the Audit and Risk Committee, the Compensation and
People Development Committee and the Nominating, Corporate Governance
and Sustainability Committee are 4.82, 4.68 and 4.63, respectively. As
demonstrated, each committee’s operation has been effective.
(4) The Audit and Risk 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 67
of this Annual Report.
Non-
implementation
and Its Reason(s)
None
(Continued)
055
Assessment Item
Implementation Status
Yes
No
Explanation
4. Does the Company appoint competent and appropriate corporate governance
V
personnel and corporate governance officer to be in charge of corporate
governance affairs (including but not limited to furnishing information
required for business execution by directors, assisting directors’ compliance of
law, handling matters related to board meetings and shareholders’ meetings
according to law, and recording minutes of board meetings and shareholders’
meetings)?
5. Has the Company established a means of communicating with its
Stakeholders (including but not limited to shareholders, employees,
customers, suppliers, etc.) or created a Stakeholders Section on its Company
website? Does the Company respond to stakeholders’ questions on corporate
responsibilities?
6. Has the Company appointed a professional registrar for its Shareholders’
Meetings?
7. Information Disclosure
(1) Has the Company established a corporate website to disclose information
regarding its financials, business and corporate governance status?
(2) Does the Company use other information disclosure channels (e.g.
maintaining an English-language website, designating staff to handle
information collection and disclosure, appointing spokespersons,
webcasting investors conference etc.)?
(3) Does the Company announce and report the annual financial statements
within two months after the end of the fiscal year, and announce and
report the first, second, and third quarter financial statements as well as
the operating status of each month before the prescribed deadline?
8. Has the Company disclosed other information to facilitate a better
understanding of its corporate governance practices (e.g. including but
not limited to employee rights, employee wellness, investor relations,
supplier relations, rights of stakeholders, directors’ training records, the
implementation of risk management policies and risk evaluation measures,
the implementation of customer relations policies, and purchasing insurance
for directors)?
V
V
V
V
V
V
Non-
implementation
and Its Reason(s)
None
None
None
None
The Board of Directors appointed the Vice President of Legal and General
Counsel of TSMC as the Corporate Governance Officer. TSMC’s Corporate &
Compliance Legal Division, which directly reports to the General Counsel, is
in charge of assisting in related affairs, including handling of matters relating
to Board, Audit and Risk Committee, Compensation and People Development
Committee, Nominating, Corporate Governance and Sustainability Committee
and Shareholders’ meetings in compliance with law, assistance in onboarding
and continuing education of directors, provision of information required for
performance of duties by directors, and assistance in directors’ compliance of law,
etc.
Depending on the situation, the Company’s Investor Relations Division, Public
Relations 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 Governance (ESG)” on page 150-176 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.
(2) For investor relations, supplier relations and rights of stakeholders, please refer
to “7. Environmental Social Governance (ESG)” on page 150-176 of this Annual
Report.
(3) For Directors’ training records, please refer to “Continuing Education/Training of
Directors in 2023” on page 57 of this Annual Report.
(4) For Risk Management Policies and Risk Evaluation, please refer to “6.3 Risk
Management” on page 133-149 of this Annual Report.
(5) For Customer Relations Policies, please refer to “5.4 Customer Trust” on page
109-111 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 2023 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”.
(2) The TSMC Board established TSMC’s “Corporate Governance Guidelines” in May 2023.
Continuing Education/Training of Directors in 2023
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 and Risk 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.
Name
Mark Liu (Note)
F.C. Tseng
Sir Peter L. Bonfield
Michael R. Splinter
Moshe N. Gavrielov
Date
09/06
10/02
11/22
04/27
12/08
06/20
09/15
11/23
11/06
04/28
AlixPartners, London
Darktrace
AlixPartners, Munich
NASDAQ
Ascend
07/10-11
Goldman Sachs
09/20-22
Morgan Stanley
Host by
SEMI
Training/Speech Title
SEMICON Taiwan 2023, CEO Summit
Keynote speech: Semiconductor Technology in the Era of Artificial Intelligence
Science and Technology in Society (STS) Forum
Semiconductor Technology in the Era of Artificial Intelligence
Chinese National Association of Industry and Commerce
Gongliang Memorial Lecture: TSMC in the Artificial Intelligence (AI) Era
Taiwan Corporate Governance Association
Development of Artificial Intelligence and Application of Third-generation
Semiconductors in Servers
Taiwan Corporate Governance Association
TCFD & SBTi Development Trends and Directors’ Powers
Impact of Semiconductors in Electric Cars and Supply Chains
Cybersecurity Training for Board Members
Impact of Semiconductors in Electric Cars and Supply Chains
Seminar on Artificial Intelligence
Director Summit
Corporate Director Symposium
6th Annual Semiconductor Company CEO and Board of Directors Forum
11/01-03
McKinsey & Company
T-30 Semiconductor Executive/Board Member Event
Yancey Hai
11/07
04/27
07/31
Barclays
Semiconductor Board and CEO Summit
Taiwan Corporate Governance Association
Corporate Strategy
Taiwan Corporate Governance Association
Technology, Applications and Societal Impacts of Artificial Intelligence
Continuing Education/Training of Corporate Governance Officer in 2023
Name
Vice President and
General Counsel
Corporate Governance
Officer
Sylvia Fang
Date
04/07
04/21
11/22
12/01
Host by
Training/Speech Title
Securities and Futures Institute
Practical Advanced Seminar for Directors and Supervisors (including Independent)
and Corporate Governance Officers – 2030/2050 Green Industrial Revolution
Taiwan Corporate Governance Association
How Board of Directors Formulate ESG Sustainable Governance Strategies in 2023
3 hours
Intellectual Property Office, Ministry of Economic Affairs,
R.O.C.
Taiwan Association for Trade Secret Protection
Intellectual Property Office, Ministry of Economic Affairs,
R.O.C.
Taiwan Association for Trade Secret Protection
Trade Secret Protection and Management Practice Sharing Forum
3 hours
Trade Secret Litigation Practice and the Impact of Generative AI on Trade Secret
Protection
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
Duration
2.5 hours
1 hour
1.5 hours
3 hours
3 hours
1 hour
4 hours
1 hour
2 hours
2 hours
9 hours
12 hours
12 hours
6 hours
3 hours
3 hours
Duration
3 hours
(1) For employee rights and employee wellness, please refer to “5.6 Human
None
Capital” on page 112-119 of this Annual Report.
Note: Selected speeches on corporate governance and related topics.
056
057
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 TSMC’s 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 and Risk 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 and Risk 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 and Risk 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 2023, there were 73,034 attendances that completed the
“Annual Ethics and Compliance Training Course” (mandatory 0.5 hour online course) at TSMC and its subsidiaries, both completion
rate and exam pass rate reaching 100%.
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). 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 2023, 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 2023, the Ethics
Committee held a total of five 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.
In 2023, TSMC did not receive any reports related to insider trading, money laundering, or other 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.
In 2023, the incidents reported through the Audit and Risk Committee Whistleblower System, Ombudsman System, and Irregular
Business Conduct Reporting System totaled 348. Among them, 218 cases were related to people management/employee relations,
117 cases were categorized as others (e.g., asking personal questions or private matters), and 13 cases were related to ethics. Five
incidents were verified upon investigation and determined for disciplinary action by the Ethics Committee. In 2023, TSMC leveraged
the five violations to strengthen ethics promotion for employees and suppliers in supplier-related activities. Below are the summary
of reported incidents and reporting area.
058
059
Case
Total reported cases
Ethics-related cases
Cases investigated and verified as ethics violations
Sexual Harassment Investigation Committees Formed
Cases investigated and verified as violations
FY2019
FY2020
FY2021
FY2022
205
26
2
4
4
246
22
6
4
2
327
17
4
14
11
335
11
4
19
14
FY2023
348
13
5 (Note 1)
35
23 (Note 2)
Note 1: Of the five verified cases: one incident involved employee of vendor failed to follow the SOP for scrapping materials, one incident involved employees of vendors evaded the regular process to steal TSMC
scrapped materials in pursuit of personal gain, and all the employees of the vendors involved in the misconducts were prohibited to provide service in TSMC. One incident involved employee who failed to follow
TSMC’s conflict-of-interest principles when dealing with vendors and received major demerit. One incident involved an employee who improperly asked subordinates to fund the department event, failed to
follow SOP for payment requests, and failed to separate their personal and public accounts. The supervisor received a major demerit. One incident involved an employee who improperly asked a specific vendor
to buy food and drinks to treat the other vendor who helped that specific vendor to complete the undo job. Even the purpose behind was not related to the bribery or fraud, the employee then received oral
coaching.
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 as well as emphasize the type and possible consequences for power harassment in 2023 TMSC annual sexual harassment prevention training so as to raise employees’ awareness.
Cases Investigated and Verified as Violations
in Different Reporting Area
FY2019
FY2020
FY2021
FY2022
FY2023 (Note)
Corruption or Fraud
Discrimination or Harassment
Customer Privacy Data
Conflicts of Interest
Money Laundering or Insider trading
Antitrust
Others
Note: The reporting area classification is starting from 2023.
2
4
0
-
-
0
-
6
2
0
-
-
0
-
4
11
0
-
-
0
-
4
14
0
-
-
0
-
2
22
0
1
0
0
2
Ethics Code Violation Disciplinary Action
TSMC does not tolerate any violation of the Ethics Code and treat every possible violation incident seriously. Each violator of the
Ethics Code (or relevant regulations), for employees, in addition to affecting individual annual performance evaluation, will be
severely disciplined to the full extent of our policies and the law, up to and including immediate dismissal, or termination of business
relationship for suppliers, and judicial prosecution as appropriate.
3.5.1 Corporate Conduct and Ethics Implementation Status as Required by Taiwan Financial Supervisory Commission
Causes
for the
Difference
None
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), for
employees, in addition to affecting individual annual performance evaluation, will be
severely disciplined to the full extent of our policies and the law, up to and including
immediate dismissal, or termination of business relationship for suppliers, and
judicial prosecution as appropriate.
(3) Whether the company has established relevant policies that are duly
enforced to prevent unethical conduct, provided implementation
procedures, guidelines, consequences of violation and complaint
procedures, and periodically reviews and revises such policies?
V
(3) Under the framework of the Ethics Code, TSMC has established a regulatory
compliance program that includes policies, guidelines and procedures in other
policy areas, including: Corporate Governance, Securities Laws, Anti-corruption,
Anti-harassment, Anti-discrimination, Labor Laws, Anti-trust (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 73,034 employees (including employees in subsidiaries) completed this
training course, both completion rate and exam pass rate reaching 100%. 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)
060
061
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
(5) Does the company provide internal and external ethical conduct training
V
programs on a regular basis?
(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 and Risk
Committee and the Compensation and People Development Committee, the hiring
of a financial expert consultant for the Audit and Risk 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) Training is a major component of our compliance program, conducted throughout
the year to refresh TSMC’s employees’ commitment to ethical conduct, and to get
updated information on laws and regulations related to their daily operations. 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.
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?
V
V
(1) TSMC has implemented the “Complaint Policy and Procedures for Certain Accounting
and Legal Matters” that allows employees or any whistleblowers with relevant
evidence to report any financial, legal, or ethical irregularities anonymously through
the Audit and Risk Committee Whistleblower System, Ombudsman System, and
Irregular Business Conduct Reporting System. TSMC also requires all employees to
stay vigilant and whistle-blow any noncompliance by anyone to their supervisors, the
function head of Human Resources, or through those current reporting channels.
(2) TSMC treats any complaint and the investigation thereof in a confidential and
sensitive manner, as is clearly stated in our bylaws.
(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.
4. Information Disclosure
Does the company disclose its guidelines on business ethics as well as
information about implementation of such guidelines on its website and
Market Observation Post System (“MOPS”)?
V
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.
None
None
5. If the company has established corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any discrepancy between the
policies and their implementation.
TSMC has established the Ethics Code to require that all employees, officers and board members comply with the Ethics Code and the other policies and procedures. There is no discrepancy between the Ethics
Code, including its affiliate policies and procedures, and its implementation. For more details, please refer to “3.5 Code of Ethics and Business Conduct” on page 57-62 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 57-62 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 and Risk 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
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.
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 regulatory compliance and 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: For important specific laws and regulations, TSMC
provides face-to-face seminars. These customized training is made mandatory for those employees whose job responsibilities are
especially relevant to a particular topic to ensure sufficient awareness of relevant laws and internal policies.
● Various on-line courses available to employees at any time: On-line learning programs updated frequently to provide most
up-to-date information and timely and flexible access for employees to understand the law and key compliance issues, covering
topics of 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.
062
063
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 57-62 of this Annual Report.
Major Accomplishments
In 2023, 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 73,034 employees (including employees in subsidiaries)
completed this training course, both completion rate and exam pass rate reaching 100% – with all production staffs were starting
from 2019.
● Export Compliance: TSMC’s export management system (EMS) and policy have been in place for a number of years, 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 complies 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 2023 TSMC
altogether provided 9 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,
359 attendees from 117 suppliers participated (including through on-line meeting) in these activities.
● Conflict-Free Supply Chain: As a recognized global leader in the Hi-tech supply chain, we acknowledge our corporate social
responsibility to strive to procure conflict-free minerals in an effort to recognize humanitarian and ethical social principles that
protect the dignity of all persons. Meanwhile, we have implemented a series of compliance safeguards in accordance with industry
leading practices, requesting suppliers to fill in the “Conflict Minerals Reporting Template” and sign the “TSMC Conflict-Free
Minerals Declaration” every year. TSMC will continuously make progress to ensure a conflict-free supply chain.
● Personal Data Protection: Because of the importance of personal data protection, TSMC periodically reviews the Rules of Privacy
and Personal Data Protection and external and internal privacy policies to identify the needs to update such documents. Based on
current personal data protection laws and risks, TSMC conducts an annual training on privacy and personal data protection to
enhance employees’ awareness and compliance. In addition, 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 and to strengthen employees’ awareness
and compliance with, in 2023, TSMC designated managers at Human Resources, Finance, Business Development and other
Organizations as trainees – a total of 888 managers completed this insider trading on-line program (0.5 hour-length course), both
completion rate and exam pass rate reaching 100%.
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 6, 2024
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 2023:
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, 2023, 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 6, 2024, 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
3.8 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 2023 and as of the Date of this Annual Report: None.
3.9.2 CPA’s Information
(1) Former CPAs
Date of Change
Approved by BOD on November 8, 2022
3.8.2 Certification of Employees Whose Jobs Are Related to the Release of the Company’s Financial Information
Reasons and Explanation of Changes
In compliance with regulatory requirements on rotation, the 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.
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)
Certified Information Systems Auditor (CISA)
Certified Fraud Examiner (CFE)
Number of Employees
Internal Audit
Finance
1
3
4
-
-
-
7
3
59
25
3
2
1
2
1
-
3.9 Information Regarding TSMC’s Independent Auditor
3.9.1 Audit Fees
The Audit and Risk 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 and Risk Committee to approve any increase not
exceeding 10% of the approved fees.
Unit: NT$ thousands
Accounting Firm
Name of CPA
CPA’s Audit Period
Audit Fee
Non-audit Fee
(Note)
Total
Remark
Deloitte & Touche
Shih-Tsung Wu and
Shang-Chih Lin
Note: The fees were mainly related to audit of annual income tax returns.
01/01/2023 – 12/31/2023
79,710
7,526
87,236
-
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 and Risk Committee annually monitors the independence and suitability of TSMC’s external auditor by conducting the
following evaluation standards and reports the same to the Board of Directors:
1. The auditor’s independence declaration
2. The Audit and Risk 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
TSMC Nanjing Company Limited
differentiation.4 Capital
& Shares
In 2023, TSMC continued to increase our investment in R&D
to US$5.85 billion to extend our technology leadership and
069
4.1 Capital and Shares
4.1.1 Capitalization
Unit: Shares/NT$
Authorized Share Capital
Capital Stock
Remark
Month/
Year
Face Value
Per Share
Shares
Amount
Shares
Amount
Sources of Capital
Capital Increase by
Assets Other than Cash
03/2023
10
28,050,000,000
280,500,000,000
25,932,490,458
259,324,904,580
05/2023
10
28,050,000,000
280,500,000,000
25,932,070,992
259,320,709,920
Employee Restricted
Stock Awards Issuance:
NT$21,100,000
Employee Restricted Stock
Awards Cancellation:
NT$4,194,660
None
None
As of 02/29/2024
Date of Approval
(Month/Day/Year) &
Approval Document
No.
03/08/2023 Chu Shang Tzu
No. 1120006788
05/22/2023 Chu Shang Tzu
No. 1120016219
Note 1: The Board of Directors approved the issuance of 2,960,000 common shares in the form of Employee Restricted Stock Awards for year 2023 and set 03/01/2024 as the record date (approved by 03/11/2024 Chu
Shang Tzu No.1130007178).
Note 2: On 03/01/2024, based on the vesting conditions, 346,750 common shares and 1,055,000 common shares in the form of Employee Restricted Stock Awards for year 2021 and year 2022, respectively, were
reclaimed and will be cancelled subsequently.
4.1.2 Capital and Shares
Unit: Shares
Type of Stock
Common Stock
Shelf Registration in Taiwan: None.
4.1.3 Composition of Shareholders
Common Shares
Authorized Share Capital
Listed Shares
25,932,070,992
Unissued Shares
2,117,929,008
Type of Shareholders
Government
Agencies
Number of Shareholders
7
Financial
Institutions
224
Other Juridical
Persons
Foreign Institutions
and Natural Persons
Domestic Natural
Persons
3,350
7,415
1,215,659
As of 02/29/2024
Total
28,050,000,000
As of 12/20/2023 (Note)
Total
1,226,655
Shareholding
1,666,434,790
749,922,830
1,623,500,826
18,815,519,480
3,076,693,066
25,932,070,992
Shareholding Percentage
6.43%
2.89%
6.26%
72.56%
11.86%
100.00%
Note: Record date for the second quarter of 2023 cash dividend distribution.
Distribution of Shareholding
Common Shares
As of 12/20/2023 (Note)
Shareholding Range
Number of Shareholders
Shareholding
Shareholding Percentage
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
748,733
386,149
46,384
15,449
7,445
7,247
3,379
2,060
3,951
1,985
1,288
511
295
223
1,556
1,226,655
139,708,793
741,938,270
336,955,260
190,847,639
132,151,529
178,013,407
117,484,194
93,097,766
276,506,615
277,800,018
361,839,385
248,865,308
205,241,529
199,605,415
22,432,015,864
25,932,070,992
0.54%
2.86%
1.30%
0.74%
0.51%
0.69%
0.45%
0.36%
1.07%
1.07%
1.39%
0.96%
0.79%
0.77%
86.50%
100.00%
Note: Record date for the second quarter of 2023 cash dividend distribution.
Preferred Shares: None.
4.1.4 Major Shareholders
Common Shares
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 2023 cash dividend distribution.
Shareholding
Shareholding Percentage
As of 12/20/2023 (Note)
5,315,513,063
1,653,709,980
816,695,089
441,068,838
340,875,755
326,716,748
288,871,605
244,819,664
222,677,000
169,320,221
20.50%
6.38%
3.15%
1.70%
1.31%
1.26%
1.11%
0.94%
0.86%
0.65%
070
071
4.1.5 Net Change in Shareholding by Directors, Management and Shareholders with 10% Shareholdings or More
Common Shares
Unit: Shares
Title
Name
Chairman
Mark Liu
Chief Executive Officer & Vice Chairman
C.C. Wei
Director
F.C. Tseng
Director
National Development Fund, Executive Yuan
Representative: 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. Chyn (Note 1)
Senior Vice President
Y.J. Mii (Note 1)
Senior Vice President and Chief Information Security Officer
J.K. Lin
Senior Vice President
Cliff Hou (Note 2)
Senior Vice President
Kevin Zhang (Note 2)
Senior Vice President and General Counsel/Corporate
Governance Officer
Sylvia Fang
Senior Vice President and Chief Financial Officer/Spokesperson
Wendell Huang
Vice President
Y.L. Wang
2023
01/01/2024 - 02/29/2024
Net Change in Shares Held
Net Change in Shares
Pledged
Net Change in Shares Held
Net Change in Shares
Pledged
51,152
46,627
-
-
-
-
-
-
-
-
-
15,411
16,201
-
12,842
15,854
12,250
30,658
10,867
7,508
8,246
7,508
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
978
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,204
-
-
16
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(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
Y.H. Liaw
Vice President
Simon Jang
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
Vice President
Ray Chuang (Note 3)
2023
01/01/2024 - 02/29/2024
Net Change in Shares Held
Net Change in Shares
Pledged
Net Change in Shares Held
Net Change in Shares
Pledged
8,496
7,508
7,903
7,903
5,532
5,137
5,927
5,310
6,532
25,137
30,179
5,137
5,730
40,927
8,186
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,000
-
2,343
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1: Mr. Y.P. Chyn and Dr. Y.J. Mii were appointed as Executive Vice Presidents and Co-Chief Operating Officers, effective March 1, 2024.
Note 2: Dr. Cliff Hou and Dr. Kevin Zhang were appointed as Senior Vice President and Deputy Co-Chief Operating Officers, effective March 1, 2024.
Note 3: Mr. Ray Chuang was promoted to Vice President, effective May 9, 2023. His shareholding was disclosed starting from that date.
072
073
4.1.6 Stock Trade with Related Party: None.
4.1.7 Stock Pledge with Related Party: None.
4.1.8 Related Party Relationship among TSMC’s 10 Largest Shareholders
Common Shares
Name
Shares Held
Shares Held by Spouse &
Minors
Shares Held in the Name
of Others
ADR-Taiwan Semiconductor Manufacturing Company Ltd.
5,315,513,063
20.50%
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: Howard Lin
779
816,695,089
441,068,838
340,875,755
326,716,748
6.38%
0.00%
3.15%
1.70%
1.31%
1.26%
288,871,605
1.11%
244,819,664
222,677,000
169,320,221
0.94%
0.86%
0.65%
Note: Record date for the second quarter of 2023 cash dividend distribution.
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 12/20/2023 (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 12/31/2023
4.1.9 Long-term Investment Ownership
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
10,500,000 (Note 2)
100%
Japan Advanced Semiconductor Manufacturing, Inc.
2,269,291 (Note 3)
71.39% (Note 3)
European Semiconductor Manufacturing Company
(ESMC) GmbH
100,000 (Note 4)
100% (Note 4)
VisEra Technologies Company Ltd.
213,619,000
67.48% (Note 5)
Systems on Silicon Manufacturing Co. Pte. Ltd.
Vanguard International Semiconductor Corp.
Xintec Inc.
Global UniChip Corporation
313,603
464,223,493
111,281,925
46,687,859
38.79%
28.32%
41.01%
34.84%
-
-
-
-
-
-
-
VentureTech Alliance Fund II, L.P.
Not Applicable (Note 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)
275,572,145
16.81% (Note 6)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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)
10,500,000 (Note 2)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2,269,291 (Note 3)
71.39% (Note 3)
100,000 (Note 4)
100% (Note 4)
213,619,000
67.48% (Note 5)
313,603
739,795,638
111,281,925
46,687,859
Not Applicable (Note 1)
Not Applicable (Note 1)
Not Applicable (Note 1)
38.79%
45.14%
41.01%
34.84%
98.00%
98.00%
99.90%
Note 1: Not applicable. These firms do not issue shares. TSMC’s investments are measured as a percentage of ownership.
Note 2: TSMC Arizona Corporation completed capital injections in January 2024 and March 2024. After the capital injection, TSMC holds 11,500,000 shares and 100% of the equity interests in TSMC Arizona
Corporation.
Note 3: Japan Advanced Semiconductor Manufacturing, Inc. (“JASM”) completed a capital injection in January 2024. After the capital injection, TSMC holds 2,790,533 shares and 71.37% of the equity interests in
JASM.
Note 4: In January 2024, TSMC sold 30% equity interest of European Semiconductor Manufacturing Company (ESMC) GmbH to Robert Bosch GmbH, Infineon Technologies AG, and NXP Semiconductors Germany
GmbH (a wholly-owned subsidiary of NXP Semiconductors N.V.). In February 2024, ESMC completed a capital injection. After these transactions, TSMC holds 700,000 shares and 70% of the equity interests in
ESMC.
Note 5: As of February 2024, TSMC’s ownership of VisEra is 67.44% due to VisEra’s continuous execution of the Employee Stock Purchase Plan.
Note 6: TSMC’s director, National Development Fund of Executive Yuan, held 16.72%, while TSMC’s other directors and management held 0.09%.
074
075
4.1.10 Share Information
2023 Quarterly Earnings Distribution
TSMC’s earnings per share in 2023 decreased 17.5% from 2022 to NT$32.34 per share. The following table details TSMC’s market
price, net worth, earnings, and dividends per common share, as well as other data regarding return on investment.
Market Price, Net Worth, Earnings, and Dividends Per Common Share
Unit: NT$, except for weighted average shares and return on investment ratios
Item
Market Price Per Share (Note 1)
Highest Market Price
Lowest Market Price
Average Market Price
Net Worth Per Share
Before Distribution
After Distribution
Earnings Per Share
Weighted Average Shares (thousand shares)
Diluted Earnings Per Share
Dividends Per Share
Cash Dividends
Accumulated Undistributed Dividend
Return on Investment
Price/Earnings Ratio (Note 2)
Price/Dividend Ratio (Note 3)
Cash Dividend Yield (Note 4)
2022
683.00
371.00
516.24
113.60
110.85
25,929,383
39.20
11.00
-
13.17
46.93
2.1%
2023
01/01/2024 - 02/29/2024
593.00
449.50
543.45
133.38
129.88 (Note 5)
25,929,267
32.34
13.00 (Note 5)
-
16.80
41.80 (Note 5)
2.4% (Note 5)
698.00
576.00
631.60
-
-
-
-
-
-
-
-
-
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 2023, which were approved by Board of Directors on February 6, 2024.
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 2023 quarterly cash dividends are demonstrated in the
table below. TSMC intends to maintain a sustainable and steadily increasing cash dividend on both an annual and quarterly basis.
Unit: NT$
Period
First quarter of 2023
Second quarter of 2023
Third quarter of 2023
Fourth quarter of 2023
Approved Date
Payment Date
Cash Dividend Per Share
05/09/2023
08/08/2023
11/14/2023
02/06/2024
10/12/2023
01/11/2024
04/11/2024
07/11/2024
NT$3.00
NT$3.00
NT$3.49978969 (Note 1)
NT$3.50 (Note 2)
Total Earnings Distribution
Amount
77,796,212,976
77,796,212,976
90,762,248,472
90,762,248,472
Note 1: The cash dividend per share was adjusted, as authorized by the Board, based on the actual number of common shares outstanding as of the record date for such dividend payment.
Note 2: The actual cash dividend per share shall be subject to adjustment based on the actual number of common shares outstanding as of the record date for such dividend payment.
4.1.12 Compensation to Directors and Profit Sharing to Employees
Based on TSMC’s Articles of Incorporation, before paying dividends or bonuses to shareholders, TSMC shall set aside not more than
0.3% of its annual profit to directors as compensation and not less than 1% to employees as a profit sharing.
As resolved by TSMC’s Board of Directors on February 6, 2024, a profit sharing to employees was expensed based on a certain
percentage of 2023 profit; compensation to directors was expensed based on the estimated amount of payment. If the actual
amounts subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change
in accounting estimate.
2023 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employee’s Profit Sharing (Cash)
Board Resolution (02/06/2024)
Amount (NT$ thousands)
551,955
50,090,533
Note: NT$50,090,533 thousand business performance bonus was already distributed following each quarter of 2023. The above employees’ profit sharing will be distributed in July, 2024.
2022 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employees’ Profit Sharing (Cash)
Board Resolution (02/14/2023)
Actual Result (Note)
Amount (NT$ thousands)
Amount (NT$ thousands)
690,128
60,702,047
690,128
60,295,060
Note: The above directors’ compensation and employees’ profit sharing were expensed under the Company’s 2022 statement of comprehensive income and were approved by the Board of Directors at its meeting on
February 14, 2023. However, due to employee turnover, the employees’ profit sharing in the amount of NT$406,987 thousand was undistributed, and related expense was reversed in 2023.
4.1.13 Impact to 2024 Business Performance and EPS of Stock Dividend Distribution: Not applicable.
4.1.14 Buyback of Common Stock: None.
076
077
4.2 Issuance of Corporate Bonds
4.2.1 Corporate Bonds
NTD Corporate Bonds
As of 02/29/2024
Issuance
Issue Date
Denomination
Offering Price
Total Amount
Coupon (Per Annum)
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
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)
Domestic Unsecured Bond
(110-2)
Domestic Unsecured Bond
(110-3)
Domestic Unsecured Bond
(110-4)
Domestic Unsecured Bond
(110-6)
03/23/2020
04/15/2020
05/29/2020
07/14/2020
09/03/2020
12/02/2020
12/29/2020
03/30/2021
05/03/2021
06/25/2021
08/19/2021
10/05/2021
NT$10,000,000
Par
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
NT$19,200,000,000
NT$19,700,000,000
NT$21,600,000,000
NT$16,300,000,000
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: 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: 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
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
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
Bullet
Two equal installments in last two years
Bullet
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
NT$19,200,000,000
NT$19,700,000,000
NT$21,600,000,000
NT$16,300,000,000
Not Applicable
Underwriter (Lead Underwriter)
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.
SinoPac Securities Co., Ltd.
Yuanta Securities Co., Ltd.
KGI Securities Co., Ltd.
Capital Securities Co., Ltd.
Trustee
Guarantor
Legal Counsel
Auditor
Taipei Fubon Commercial Bank Co., Ltd.
None
True Honesty International Law Offices
Deloitte & Touche
Redemption or Early Repayment Clause
Covenants
Other Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
None
None
None
Not Applicable
Dilution Effect and Other Adverse Effects on
Existing Shareholders
None
Custodian
None
(Continued)
078
079
Issuance
Issue Date
Denomination
Offering Price
Total Amount
Coupon (Per Annum)
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
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)
Domestic Unsecured Bond
(112-1, Green Bond)
Domestic Unsecured Bond
(112-2, Green Bond)
Domestic Unsecured Bond
(112-3)
Domestic Unsecured Bond
(112-4)
Domestic Unsecured Bond
(112-5)
12/09/2021
01/12/2022
03/29/2022
05/20/2022
07/27/2022
08/25/2022
10/20/2022
03/28/2023
05/03/2023
06/01/2023
08/16/2023
10/16/2023
NT$10,000,000
Par
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
NT$19,300,000,000
NT$20,700,000,000
NT$20,000,000,000
NT$15,900,000,000
NT$9,800,000,000
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: 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
Bullet
Tranche A: 1.75%
Tranche B: 1.80%
Tranche C: 2.00%
Tranche A: 1.54%
Tranche B: 1.60%
Tranche C: 1.78%
Tranche A: 1.60%
Tranche B: 1.65%
Tranche C: 1.82%
Tranche A: 1.60%
Tranche B: 1.65%
Tranche C: 1.80%
Tranche A: 1.60%
Tranche B: 1.65%
Tranche C: 1.76%
Tranche A: 1.62%
Tranche B: 1.76%
Tranche A: 5 years
Maturity: 10/20/2027
Tranche B: 7 years
Maturity: 10/20/2029
Tranche C: 10 years
Maturity: 10/20/2032
Tranche A: 5 years
Maturity: 03/28/2028
Tranche B: 7 years
Maturity: 03/28/2030
Tranche C: 10 years
Maturity: 03/28/2033
Tranche A: 5 years
Maturity: 05/03/2028
Tranche B: 7 years
Maturity: 05/03/2030
Tranche C: 10 years
Maturity: 05/03/2033
Tranche A: 5 years
Maturity: 06/01/2028
Tranche B: 7 years
Maturity: 06/01/2030
Tranche C: 10 years
Maturity: 06/01/2033
Tranche A: 5 years
Maturity: 08/16/2028
Tranche B: 7 years
Maturity: 08/16/2030
Tranche C: 10 years
Maturity: 08/16/2033
Tranche A: 5 years
Maturity: 10/16/2028
Tranche B: 10 years
Maturity: 10/16/2033
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
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
NT$19,300,000,000
NT$20,700,000,000
NT$20,000,000,000
NT$15,900,000,000
NT$9,800,000,000
Not Applicable
Underwriter (Lead Underwriter)
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.
Yuanta Securities Co., Ltd.
Fubon Securities Co., Ltd.
Cathay United Bank Co., Ltd.
SinoPac Securities
Corporation
SinoPac Securities
Corporation
Trustee
Guarantor
Legal Counsel
Auditor
Taipei Fubon Commercial Bank Co., Ltd.
None
True Honesty International Law Offices
Deloitte & Touche
Redemption or Early Repayment Clause
Covenants
Other Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
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 02/29/2024
Offshore USD Corporate Bonds
As of 02/29/2024
US-dollar Domestic Unsecured Bond (109-1)
US-dollar Domestic Unsecured Bond (110-5)
09/23/2021
US$1,000,000,000
3.10%
30 years
Maturity: 09/23/2051
US$1,000,000,000
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$)
24.78
185
15.26
36
17.75
296
159
24.516
28.964
379
57.79
225
56.16
1,168
35.75
539
20.63
321
16.03
1,002
16.75
160
8.73
909
10.40
1,077
10.77
1,402
8.60
2,563
10.68
Units Issued
24,000,000
12,094,000
2,000,000
12,094,000
5,486,000
6,560,000
4,000,000
32,667,800
26,110,000
20,000,000
59,800,000
18,348,000
87,357,200
100,000,000
163,027,500
240,000,000
Cash Offering and
TSMC Common
Shares from Selling
Shareholders
(Note 4)
TSMC Common Shares from Selling Shareholders
(Note 3)
Common Shares
Represented
Each unit of ADS represents five TSMC Common Shares.
Underlying Securities
TSMC Common Shares from Selling Shareholders
Apportionment of
Expenses for Issuance
and Maintenance
(Note 3)
Issuance and Listing
NYSE
Rights and Obligations
of ADS Holders
Same as those of Common Share Holders
Trustee
Not Applicable
Depositary Bank
Citibank, N.A. – New York
Custodian Bank
(Note 1)
ADSs Outstanding
(Note 2)
Terms and Conditions
in the Deposit
Agreement and
Custody Agreement
Citibank, N.A. – Taipei Branch
As of February 29, 2024, total number of outstanding ADSs was 1,062,931,607
See Deposit Agreement and Custody Agreement for Details
Closing Price Per
ADS (US$; source:
Bloomberg)
01/01/2023 -
12/31/2023
01/01/2024 -
02/29/2024
High
Low
Average
High
Low
Average
107.41
74.03
93.20
133.73
99.13
116.83
Note 1: Citibank, N.A., Taipei Branch changed its name to “Citibank Taiwan Limited” in 2009.
Note 2: TSMC has in aggregate issued 813,544,500 ADSs since 1997, which, if taking into consideration stock dividends distributed over the period, would amount to 1,147,835,205 ADSs. Stock dividends distributed
in 1998, 1999, 2000, 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008 and 2009 were 45%, 23%, 28%, 40%, 10%, 8%, 14.08668%, 4.99971%, 2.99903%, 0.49991%, 0.50417% and 0.49998%,
respectively. As of February 29, 2024, total number of outstanding ADSs was 1,062,931,607 after 84,903,598 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
03/01/2022
1,387,000 shares
Number of Restricted Employee Shares
Still Available for Issuance
0 share
Issued Price
Ratio of the Number of Restricted
Employee Shares Issued to the Total
Number of Issued Shares
Vesting Conditions of Restricted Employee
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)
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
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.
(Continued)
As of 02/29/2024 (Note)
Custody of 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
request the trustee/custodian to return to them the RSAs for any reasons or by any means.
Treatment of the Restricted Shares for
Which the Grantee Fails to Meet the
Vesting Conditions after Receiving or
Subscribing to the Shares
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.
9. Where any executives terminate or revoke their authorization given to the Company regarding the executive’s RSA trust/custody account, the Company will
reclaim their unvested RSAs and cancel the same at no extra cost to the Company.
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%
The Effect on Shareholders’ Equity
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.
086
087
Type of Employee Restricted Stock
Employee Restricted Stock Awards for Year 2022
Effective Registration Date and Total
Number of Shares
07/25/2022 /3,065,000 shares
Issue Date
Number of Restricted Employee Shares
Issued
03/01/2023
2,110,000 shares
Number of Restricted Employee Shares
Still Available for Issuance
0 share
Issued Price
Ratio of the Number of Restricted
Employee Shares Issued to the Total
Number of Issued Shares
Vesting Conditions of Restricted Employee
Shares
None
0.00814%
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
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)
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 employees cannot
request the trustee/custodian to return to them the RSAs for 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.
(Continued)
Custody of 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 employees cannot
request the trustee/custodian to return to them the RSAs for any reasons or by any means.
Treatment of the Restricted Shares for
Which the Grantee Fails to Meet the
Vesting Conditions after Receiving or
Subscribing to the Shares
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 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 extra cost to the Company.
Number of Restricted Employee Shares
That Have Been Retired or Bought Back
Number of Restricted Employee Shares
That Have Vested
0 share
0 share
Number of Unvested Restricted Employee
Shares
2,110,000 shares
The Ratio of Number of Unvested
Restricted Employee Share to the Total
Number of Issued Shares (%)
0.00814%
The Effect on Shareholders’ Equity
The potential dilution of the Company’s EPS is minimal; therefore, there is no material impact on shareholders’ interest.
088
089
Type of Employee Restricted Stock
Employee Restricted Stock Awards for Year 2023
Effective Registration Date and Total
Number of Shares
12/28/2023 /6,249,000 shares
Issue Date
Number of Restricted Employee Shares
Issued
None
0 share
Number of Restricted Employee Shares
Still Available for Issuance
6,249,000 shares
Issued Price
Ratio of the Number of Restricted
Employee Shares Issued to the Total
Number of Issued Shares
Vesting Conditions of Restricted Employee
Shares
None
0%
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 and People Development 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)
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 employees cannot
request the trustee/custodian to return to them the RSAs for 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.
(Continued)
Custody of 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 employees cannot
request the trustee/custodian to return to them the RSAs for any reasons or by any means.
Treatment of the Restricted Shares for
Which the Grantee Fails to Meet the
Vesting Conditions after Receiving or
Subscribing to the Shares
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 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 extra cost to the Company.
Number of Restricted Employee Shares
That Have Been Retired or Bought Back
Number of Restricted Employee Shares
That Have Vested
0 share
0 share
Number of Unvested Restricted Employee
Shares
6,249,000 shares
The Ratio of Number of Unvested
Restricted Employee Share to the Total
Number of Issued Shares (%)
0.24098%
The Effect on Shareholders’ Equity
The potential dilution of the Company’s EPS is minimal; therefore, there is no material impact on shareholders’ interest.
090
091
4.6.2 Employee Restricted Stock Granted to Management Team and to Top 10 Employees
Unit: Share
As of 02/29/2024
Title
Name
No. of Employee Restricted
Stock Granted
Employee Restricted Stock
as a Percentage of Shared
Issued (Note 4)
Restrictions Released
Restrictions Unreleased
No. of Shares
Issued Price (NT$)
Issued Amount
(NT$ thousands)
Released Shares as a
Percentage of Shares
Issued (Note 4)
No. of Shares
Issued Price (NT$)
Issued Amount
(NT$ thousands)
Unreleased Shares as a
Percentage of Shares
Issued (Note 4)
Management Team and
Employee
Chief Executive Officer
C.C. Wei
Senior Vice President, Chief
Financial Officer/Spokesperson
Wendell Huang
Senior Vice President
Senior Vice President
Lora Ho
Wei-Jen Lo
Senior Vice President
Y.P. Chyn (Note 1)
Senior Vice President
Y.J. Mii (Note 1)
Senior Vice President
J.K. Lin
Senior Vice President
J.K. Wang (Note 2)
Senior Vice President
Cliff Hou (Note 3)
Senior Vice President
Kevin Zhang (Note 3)
Senior Vice President and General
Counsel/Corporate Governance
Officer
Sylvia Fang
Vice President
Vice President
Vice President and TSMC
Distinguished Fellow
Connie Ma (Note 2)
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 2)
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 2)
3,497,000
0.01349%
274,034
0
0
0.00106%
2,803,500
0
0
0.01081%
Note 1: Mr. Y.P. Chyn and Dr. Y.J. Mii were appointed as Executive Vice Presidents and Co-Chief Operating Officers, effective March 1, 2024.
Note 2: Vice President J.K. Wang retired, effective May 7, 2022. Vice President 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 3: Dr. Cliff Hou and Dr. Kevin Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers, effective March 1, 2024.
Note 4: The number of shares issued is based on the amended number of total shares disclosed on Ministry of Economic Affairs as of 02/29/2024.
4.7 Status of New Share Issuance in Connection with Mergers and Acquisitions: None.
4.8 Funding Plans and Implementation
TThe 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 2023, the implementation of uncompleted plan was as follows:
Projects
Unsecured Corporate Bond
(112-1, Green Bond)
Gross Proceeds
NT$19.3 billion
Unsecured Corporate Bond
(112-2, Green Bond)
NT$20.7 billion
Use of Proceeds
Implementation Status
Green buildings and
environmental protection
related expenditures
Green buildings and
environmental protection
related expenditures
As of the end of the fourth quarter of 2023, the actual completion rate was 52.53% (calculated based on
actual payments), as compared to the original plan of 75.81%. The actual completion rate was lower than
planned due to the progress of actual payment application. There is no change to the use of proceeds,
and the proceeds will be used in order depending on the actual time of payments. There were no material
differences between the expected benefits and the actual ones, and no impacts on shareholders’ interests.
The funds are scheduled to be used from the first quarter of 2024.
092
093
Fab 15
5 Operational
Highlights
TSMC manufactured 11,895 different products using 288
distinct technologies for 528 customers in 2023.
095
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 and specialty technologies, advanced mask
technologies, TSMC 3DFabric® 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.
TSMC developed or introduced the following technologies in
2023:
Logic Technology
● 2nm (N2) technology development kept on track and
made 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
entered its second year of volume production in 2023 for
customers’ smartphone and high performance computing
(HPC) products.
● N3 Enhanced (N3E) technology, an enhanced version of
N3 technology, will continue to provide industry-leading
advantages for both mobile communication and HPC
applications. Volume production started in the fourth quarter
of 2023.
● N3P technology, an enhanced version of N3E technology, will
further provide industry-leading advantages for both mobile
communications and HPC applications. Volume production is
expected in the second half of 2024.
● N3X technology, a process tailored for HPC applications,
was introduced in 2023. Customer product tape-outs are
expected to start in 2024.
● 4nm FinFET (N4) technology, an enhanced version of 5nm
FinFET (N5) technology, entered its second year volume
production in 2023.
● N4P technology with additional performance boost over N4
started volume production in 2023.
● N4X technology, introduced in 2021, is TSMC’s first
HPC-focused technology, representing the ultimate
performance and maximum clock frequencies in TSMC’s 5nm
family. Customer tape-outs were received in the second half
of 2023.
● N5 Plus (N5P) technology, a performance-enhanced version
of 5nm technology (N5), entered its third year of volume
production in 2023 for customers’ smartphones and HPC
products.
● 6nm FinFET (N6) technology entered its fourth year of volume
production in 2023 and was widely adopted for customers’
smartphone, HPC, and digital consumer electronics (DCE)
products.
● N6 ultra-low power (ULP) technology – N6eTM development
is on track. Its process design kit (PDK) was completed in the
fourth quarter of 2023 and the technology is expected to
start production in 2024.
● 7nm FinFET (N7) and 7nm FinFET plus (N7+), which have
been in volume production for customers’ 5G and HPC
products for several years, entered their third year of volume
production for customers’ DCE and automotive products in
2023.
● N12eTM technology, which leverages TSMC’s 12nm FinFET
compact plus (12FFC+) baseline, started volume production
in 2021. Following this, N12eTM technology introduced
innovative ultra-low leakage input/output (IO) devices in
2022. This technology started volume production in 2023 to
help customers provide more competitive ultra-low power
products.
● 22nm ultra-low leakage (22ULL) technology entered its
second year of volume production in 2023 and has been
widely adopted for Internet of Things (IoT) products.
Specialty Technology
● Based on its N3E technology, TSMC introduced N3 Auto
Early (N3AE) program in 2023, providing automotive PDKs
to support automotive customers to design in the most
advanced 3nm technology for automotive applications.
● N4P radio frequency (N4P RF) technology development was
completed, and its V1.0 PDK was available in the fourth
quarter of 2023.
● 5nm FinFET Automotive (N5A) technology, an automotive
qualified version of 5nm technology (N5) with an automotive
design enablement platform, completed technology
development and IP AEC-Q100 qualification and certified
by ISO26262: Functional Safety – Road Vehicles Standard in
2022. Customer product tape-outs were received in 2023.
● N6 RF technology received multiple customer product
tape-outs in 2022. In addition, the second generation N6
radio frequency (N6 RF+) technology is also being developed,
and its V0.9 PDK is available in the fourth quarter of 2023.
● 12FFC+ RF technology, developed on the same logic process
platform as N12eTM technology, started volume production
for customers’ 4G cellular RF and IoT wireless connectivity
products in 2023.
● 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. In
addition, non-conductive stress (NCS) calculator and aging
model were introduced in 2023 to support automotive radar
power amplifier designs.
● 16FFC embedded magnetoresistive random access memory
(MRAM) technology completed reliability qualification
in 2022, with one million cycles endurance and reflow
capability. This technology was ready for production and
passed 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 featuring balanced cost and reliability, entered the
second year of volume production in 2023.
● 40nm Silicon on Insulator (N40SOI) technology on 12-inch
wafers, which provides industry-leading competitive
advantages, entered its second year of volume production in
2023.
● Development of the second generation of 6-inch gallium
nitride (GaN) on silicon technology kept on track. This
technology will support both DCE and automotive electronics
applications and is expected to be ready in 2024. In addition,
the 8-inch GaN on Silicon technology development is on
track. This technology will support both DCE and automotive
electronics applications and is expected to be ready in 2025.
● CMOS image sensor (CIS) technology was enhanced and
moved to the next generation to further strengthen the
capabilities of advanced automotive CISs. In 2023, TSMC
helped customers roll out products with the world’s highest
dynamic range in performance.
● For silicon photonics technology, TSMC is developing an
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 HPC chip to provide low power and high speed data
transmission. In 2023, the data rate of the test vehicles using
TSMC’s COUPE technology achieved the expected goal, laying
a solid foundation for future volume production.
TSMC 3DFabric® - TSMC Advanced Packaging and 3D
Silicon Stacking Technologies
● TSMC-SoIC® Chip-on-Wafer (CoW) technology was qualified
for N5-on-N5 stacking and successfully started volume
production in 2023.
● TSMC-SoIC® Wafer-on-Wafer (WoW) technology was
qualified for stacking 7nm logic wafer on deep trench
capacitor (DTC) wafer in 2023 and demonstrated superb
system performance enhancement for HPC products.
● Chip on Wafer on Substrate with Silicon Interposer
(CoWoS®-S) technology, which integrates multiple
system-on-chip (SoC) chips, the third generation high
bandwidth memory (HBM3) stacks, and a 3.3-reticle size
silicon interposer featuring the second generation of
embedded deep trench capacitor (eDTC), was qualified for
customer HPC products in 2023.
● 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 volume production in 2023.
● Integrated Fan-Out on Substrate (InFO_oS) technology that
extended its capability to integrate multiple homogeneous
SoC chips in a 2.5-reticle size fan-out package successfully
started volume production in 2023.
● Integrated Fan-Out Multi-chips with Package-on-Package
(InFO_M_PoP) technology, which integrates multiple
heterogeneous chips with package stacking for wearable
products, successfully started volume production in 2023.
● Fine pitch copper (Cu) bump technology for flip chip
packaging on 3nm silicon successfully started volume
production in 2023.
5.1.2 Customer Applications
TSMC manufactured 11,895 different products for 528
customers in 2023. These chips were used across a broad
spectrum of electronic applications, including artificial
intelligence (AI) and high-performance computing servers,
wired and wireless communication systems, automotive and
industrial equipment, personal computers and peripherals and
information appliances, 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.
096
097
5.1.3 Consolidated Shipments and Net Revenue in 2023 and 2022
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
2023
Shipments
1,551
Net Revenue
145,720,682
10,451
1,736,797,398
N/A
N/A
1,551
21,637,291
257,580,470
167,357,973
2022
Shipments
2,324
12,929
N/A
N/A
Net Revenue
202,075,489
1,789,780,458
16,668,631
255,366,714
2,324
218,744,120
10,451
1,994,377,868
12,929
2,045,147,172
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 2023 and 2022
Unit: Capacity / Output (million 12-inch equivalent wafers) / Amount (NT$ millions)
Year
2023
2022
5.2 Technology Leadership
5.2.1 R&D Organization and Investment
Wafers
Capacity
16-17
15-16
Output
11-12
15-16
Amount
791,773
854,900
In 2023, TSMC continued to invest in research and development, with total R&D expenditures amounting to 8.5% of revenue, a
level that equals or exceeds the R&D investment of many other leading high-tech companies.
Faced with the continuous challenge of significantly scaling 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 2023, while the development of 2nm technology continued baseline setup and moved into
yield enhancement stage, TSMC started development and made good progress on 14 Angstrom (A14) technology, which aims
to further improve speed, power, density and cost. Furthermore, the Company’s research efforts continued pushing forward with
exploratory studies for nodes beyond 14 Angstrom technology.
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 system-on-chip (SoC) and other
applications. Highlights in 2023 included:
● The Company’s integrated interconnect and packaging solution, the 3DFabric® technology service, showed further progress
in supporting the newest generation of high bandwidth memory, HBM3E, on both CoWoS®-S and CoWoS®-L. While TSMC
continued its industry leadership in high-volume manufacturing of InFO_PoP Gen-8 packaging, InFO_PoP Gen-9 was also fully
qualified for mobile applications. In addition, InFO_oS Gen-5 was successfully qualified, offering larger application-specific
integrated circuits (ASIC) area, more chip-partition integration, larger package size and higher bandwidth.
● In specialty technologies, examples of progress included: 0.13μm and 90nm BCD (Bipolar-CMOS-DMOS) technologies were
expanded to meet the demand of the automotive market; TSMC’s industry leading GaN (Gallium Nitride) power device technology,
the second generation of 650V and 100V E-HEMT, entered the reliability verification stage with production expected in 2024; the
worldwide first CMOS image sensor technology with 3D-MiM embedded LOFIC (lateral overflow integration capacitor) pixel with
a high dynamic range (DR>100dB) for high-end smart phone or advanced driver-assistance systems (ADAS) automotive imaging
applications entered risk production; and the world’s first mass-production of 22nm consumer-grade magnetoresistive random
access memory (MRAM) was achieved.
In 2023, 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
,
0
7
1
0
7
3
2
8
1
,
,
8
0
2
2
6
2
3
6
1
,
2
1
7
,
1
0
5
,
9
2
2022
2023
01/01/2024~
02/29/2024
5.2.2 R&D Accomplishments in 2023
Highlights
● 2nm Technology
In 2023, TSMC’s 2nm technological development focused on
baseline setup, yield enhancement, transistor and interconnect
R/C performance improvement, and reliability evaluation.
During the year, major customers completed IP design and
started silicon validation. The Company also developed low
resistance RDL (redistribution layer), super high performance
metal-insulator-metal (MiM) capacitors and backside power
delivery network to further boost performance.
● A14 Technology
Development of the 14 Angstrom (A14) platform technology,
targeting both SoC and HPC applications, made good progress
in 2023. 14 Angstrom platform technology is expected to offer
excellent improvement in speed, power, density and cost over
2nm technology.
● Lithography Technology
In 2023, TSMC R&D demonstrated high performance and
expected wafer yield for the development of 2nm technology.
The Company’s R&D efforts in lithography have been focused
on improving patterning and material quality, controlling
variations, reducing defects, and lowering costs to support
2nm technology. Looking ahead to A14 and beyond, TSMC
R&D will continue to explore next-generation EUV (extreme
ultraviolet) lithography scanners, conduct research on mask
pellicles and blanks to support leading-edge technology and
extend Moore’s Law. Furthermore, TSMC R&D will continuously
evaluate new process technologies and materials to enhance
lithography capabilities in the future.
● Mask Technology
In 2023, to achieve the wafer yield and productivity for
lithography requirements at 2nm node, the R&D team
improved the critical dimension, pattern fidelity, overlay
stability, exposure durability and defect mitigation of curvilinear
patterns by EUV photoresist and blank material modification,
multi-beam writer resolution enhancement, mask process
recipe optimization, and advanced deep learning inspection.
Future improvements will focus on developing new blank
materials and new mask process technology at the A14 node
and beyond.
Integrated Interconnect and Packaging
TSMC’s existing fine pitch, chip-to-chip connection leveraging
wafer processes is called 3DFabric® and consists of both
wafer-level frontend and backend technologies. The
Company’s frontend technologies, or TSMC-SoIC®, 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® technology service
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® wafer product 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
3DFabric® technology service, such as CoWoS® or InFO, for
next generation HPC, AI and mobile applications. The SoIC
CoW Face-to-Back Gen-1 process is in production and the SoIC
CoW Face-to-Back Gen-2 process, with significant thermal
performance improvement, is under product qualification
and will enter production phase in 2024. The SoIC CoW
098
099
Face-to-Face Gen-1 process is under development and will
provide an ultrahigh density connection solution in 2025.
TSMC will continue to pursue SoIC technological improvements
and co-optimize with the Company’s advanced silicon
technologies for further gains in transistor density, system
power/performance/area and cost.
● CoWoS®
CoWoS® advanced packaging service is the leading 2.5D
technology to make ultra-high-performance AI and HPC
packages by integrating most advanced logic and memory
dies on an interposer. Market demands became even greater
with the advent of generative AI in late 2022. TSMC qualified
the CoWoS®-S Si interposer up to 3.3-reticle size (1 reticle
size ~830mm2), with volume production launched in
2023. Beyond 3.3-reticle size, CoWoS®-L with reconstituted
interposer of multiple LSIs (local silicon interconnects)
increases the momentum for continuous interposer scaling.
After its successful development in 2023, the first generation
CoWoS®-L technology will enter volume production in 2024.
HBM3E, the newest generation of high bandwidth memory, is
ready now for production on both CoWoS®-S and CoWoS®-L,
while the next generation of stacked memory of HBM4 and
process upgrades in CoWoS® advanced packaging service are
being planned to meet new performance requirements.
● InFO
In 2023, TSMC continued its industry leadership in
high-volume manufacturing of InFO_PoP Gen-8 packaging
for mobile applications. InFO_PoP Gen-9 was also successfully
qualified for mobile applications, as was InFO_oS Gen-5,
offering larger application-specific integrated circuits (ASIC)
area, larger package size and higher bandwidth. InFO_M_PoP
Gen-1, which integrates different functional chips suitable for
wearable applications, started volume production in 2023,
while the next-generation InFO_PoP with backside RDL for
integrated low power DDR DRAM technology (LPDDR) was
qualified in 2023 and is ready for volume production in 2024.
technologies will reinforce TSMC’s technology leadership in
semiconductor field.
Corporate Research
TSMC remains at the forefront of 2D transistor research with
innovation in devices and materials to enable extremely scaled
logic transistors. At the 2023 Symposia on VLSI Technology
and Circuits, the Company demonstrated contact length
scaling with record low contact resistance. Monolayer-MoS2
channel transistors have the same driving current at contact
length down to 30nm. At the 2023 International Electron
Device Meeting (IEDM), TSMC successfully demonstrated the
first stacked nanosheet devices with two 2D monolayer MoS2
channels. With gate dielectric optimization, the Company
also showed high performance 40nm gate length 1L-MoS2
single nanosheet n-FET with a high on-state current. Also at
the 2023 IEDM, TSMC demonstrated, for the first time, n-type
MoS2 and p-type WSe2 2D FET with comparable high on-state
current. This on-state current for 2D p-FET also set a record for
high performance. CMOS demonstration with co-integration
of MoS2 n-FET and WSe2 p-FET on the same chip resulted in
nearly unaltered performance.
The Company continues to research emerging high-density,
non-volatile memory devices and hardware accelerators
for AI and HPC applications. At the 2023 IEDM, TSMC
presented a new 1S1R device based on the arsenic-free SNGCT
chalcogenide selector and on the STT-MRAM memory element.
This 1S1R device demonstrated excellent write and read
performance, including low write voltage, high speed, low
write error rate, high write endurance, and excellent immunity
to read disturb. At the 2023 International Solid-State Circuits
Conference (ISSCC), TSMC demonstrated a nonvolatile AI-Edge
processor with 4MB hybrid-mode ReRAM compute-in-memory
(CIM) macro. This CIM macro includes configurable circuits
supporting both near-memory computing (NMC) and
in-memory computing (IMC) modes within a macro. Among
reported nonvolatile AI-edge processors, the proposed 22nm
AI-edge processor achieved the highest energy efficiency.
● Advanced Interconnect
TSMC’s continuous striving for excellence and focus on
innovative interconnect technologies empower its customers to
design and manufacture highly competitive products. In 2023,
the Company developed a unique backend-of-line process
that reduces via resistance. In addition, TSMC research on new
materials for future interconnect applications demonstrated
significant line resistance reduction. These state-of-the-art
Specialty Technologies
TSMC offers a broad array of technologies to address a wide
range of applications:
● Mixed Signal/Radio Frequency (MS/RF)
While global consumer electronics were impacted by the
aftermath of economic uncertainty triggered by COVID-19,
in 2023 TSMC introduced N6RF+ technology to provide an
alternative, cost-effective option to solve the excess inventory
in smartphone markets and also provided N4RF for more
high-end RF applications. To address the market in mmWave
and RF frontend modules, the Company made continuous
enhancements in N28HPC+ and N40SOI RF technologies by
value-added design technology co-optimization (DTCO) as
verified by many win-win solutions with customers. TSMC
provided services for other RF technologies aimed at new
emerging markets, such as low earth orbit (LEO) satellites and
autonomous vehicles, in the form of RF process design kits
(PDKs) with the most powerful ecosystem and time-to-market
advantages from circuit design to product verification.
● Power IC/Bipolar-CMOS-DMOS (BCD)
In 2023, TSMC continued to improve its competitiveness in the
12-inch BCD technology process by expanding its 0.13μm and
90nm BCD technology to meet the demand of the automotive
market, where the 0.13μm to support 45V operation is
currently undergoing reliability verification and is expected to
be launched in 2024. The 55nm BCD has been successfully
put into mass production and offers multiple 5V solutions
for high-performance and low-power mobile applications.
The second-generation of 40nm BCD and ultra-low power
(ULP) process are fully compatible with 5-28V high-voltage
components, thereby enabling more power management
chip applications. The Company also successfully developed
a 5V operated 6nm FinFET device for RF power amplifiers in
high-end SoC.
● Micro-Electromechanical Systems (MEMS)
In 2023, TSMC implemented qualified piezoelectric micro
electromechanical systems (MEMS) technology for the
sampling of in-ear dynamic vent application, which could
optimize user experience for wireless earphones and strengthen
customers’ competitiveness. In parallel, TSMC’s next generation
monolithic CMOS-MEMS technology was qualified to produce
6-axis inertial measurement unit (IMU) for automotive with
high frequency vibration rejection capability to enable reliable
and accurate responses regardless of different vehicle designs
and road conditions. Future plans include the development
of next-generation environmentally friendly piezoelectric
technology, and ultrasound transducer applications.
● Gallium Nitride (GaN)
TSMC’s second generation of 650V and 100V E-HEMT entered
the reliability verification stage in 2023, maintaining the
Company’s leading position in the field of GaN power devices.
The reliability test is expected to be completed in 2024 and
then put into production. Meanwhile, to enhance customer
product competitiveness, TSMC is also developing 8-inch 650V
HEMTs for power devices in automotive electronics, expected
to be launched in 2025.
● Display Drivers
TSMC completed 28nm HV product IC yield and reliability
verification in 2023 and will start production in 2024. To
bolster the Company’s leading position in the field of high
voltage display driver technologies, TSMC is developing 16nm
high voltage FinFET with better performance and lower power
usage for customers to design more competitive OLED display
driver ICs.
● Complementary Metal-Oxide-Semiconductor (CMOS)
Image Sensors
TSMC achieved several accomplishments in CMOS Image
Sensor technology in 2023, including (1) risk production of
the worldwide first 3D-MiM embedded LOFIC pixel with a high
dynamic range (DR>100dB) for high-end smartphones or
ADAS automotive imaging applications; (2) technology transfer
of an enhanced 3D-MiM (2.5X capacitance boost) embedded
voltage domain global shutter (VDGS) CMOS image sensor
to a manufacturing fab; (3) demonstration of TSMC’s next
generation Si SPAD (single photon avalanche diode) technology
with 55% pixel area shrinkage and 2X PDE improvement for
more advanced and powerful 3D depth sensing applications;
and (4) demonstration of new generation Ge/Si heterogeneous
photodetector with 90% dark current reduction for SWIR
(short-wave infrared radiation) 3D depth and bio signal sensing
applications.
● Emerging Memory/Memory WoW Stacking Technology
The Company reached several major milestones in emerging
memory technologies in 2023. TSMC offered RRAM as a
low-cost embedded NVM (Non-Volatile Memory) solution for
the price sensitive IoT market. The Company’s 40nm, 28nm
and 22nm nodes entered volume production, while 12nm and
the next generation also entered development stage.
TSMC has achieved the world’s first mass-production of
22nm consumer-grade MRAM. Moreover, the Company has
taken steps to enhance its properties to meet automotive
grade applications on the 22nm node. In 2023, TSMC
successfully completed the technical qualification of the 16nm
consumer-grade MRAM. Going forward, TSMC will collaborate
closely with customers to develop an automotive grade 16nm
100
101
MRAM, as well as explore the next generation of 16nm
embedded MRAM technology and focus on reducing the bit
cell size for cost efficiency to accelerate the deployment of
future technologies for software-defined vehicles (SDVs), smart
sensor and edge-AI applications.
TSMC developed 55nm node logic wafer and dynamic RAM
heterogeneous wafer stacking processes, not only increasing
data transfer bandwidth but also significantly reducing power
consumption, with mass production already underway in 2023.
TSMC also verified the wafer stacking technology of 28nm
node RRAM. The electrical performance and reliability passed
the test, providing a solution for high performance computing.
In addition, TSMC demonstrated the wafer stacking technology
of 22nm node MRAM, which is expected to meet the high
speed and low power requirements of AI computing.
5.2.3 Technology Platform
TSMC provides customers with advanced technology platforms
that include the comprehensive infrastructure needed to
optimize design performance, power, area (PPA) and cycle
times. These include electronic design automation (EDA) design
flows; silicon-proven libraries and IPs; and simulation and
verification design kits, also known as PDKs, and technology
files.
For the latest advanced technologies such as 2nm, 3nm, 4nm
and 3DFabric®, the Company provides certified EDA tools,
features and IP solutions for customer adoption at various
design stages to meet their product requirements. To help
customers plan new product tape-outs incorporating library/
IP from the Company’s Open Innovation Platform® (OIP)
ecosystem, the OIP ecosystem features a portal to connect
customers to solution providers from 14 EDA partners, seven
Cloud partners, 39 IP partners, 26 design center alliance (DCA)
and nine value chain aggregator (VCA) partners, as well as 22
partners with 3DIC expertise in the new 3DFabric® Alliance.
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 IPs or use IPs and EDA 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-Online. Corresponding
technology 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 from 0.5μm to 2nm. In
addition, the Company provides technology files for design
rule checking (DRC), layout versus 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 2023, TSMC had
provided customers more than 48,000 technology files and
3,400 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 2023, the Company had expanded its library and
silicon IP portfolio to contain more than 73,000 items, a 33%
increase over 2022.
Design Methodology and Flow
Design reference flows are developed based on certified
EDA tools to provide robust and comprehensive design
methodology innovations that can help boost productivity.
In 2023, TSMC released N2 HPC, mobile and custom design
reference flows through OIP collaboration and announced
their availability for customer adoption. In addition to process
technology advancements, the Company released the design
reference flows for analog design migration 2.0, N16 79GHz
mmWave and N4P RF sub-10GHz technologies, and continued
to develop and offer 3DFabric® design solutions for both 3D
chip stacking and 2.5D advanced packaging technologies,
including solutions supporting the 3Dblox standard, to reduce
3DIC design barriers, thus helping customers to improve
productivity in their system-level designs. These design
reference flows feature FinFET-specific and 3DFabric® design
solutions to optimize PPA.
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. TSMC has 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 94,000 patent applications worldwide as of end
of 2023, including 8,700+ applications filed in 2023. TSMC
ranked No. 2 among global U.S. patent applicants, and No. 1
among patent applicants in Taiwan. In terms of patent grants,
TSMC has accumulated 62,000+ patents worldwide as of end
of 2023, including more than 6,000 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, 10 years
after TSMC pioneered the “Trade Secret Registration System”
in 2013, followed by the adoption of numerous intelligent
management programmes, TSMC successfully launched
the “Trade Secret Intelligent Management Version 2.0” and
piloted the “Trade Secret Innovation Talent Scouting Online
Merge Offline Service” in specific departments selected by a
customized artificial intelligence (AI) system at Fab 12B, Fab
15A, and Fab 15B in 2023. By leveraging AI, static data from
registered trade secrets were intelligently utilized to select
colleagues with innovative potential by analyzing innovation
indicators of their registered trade secrets. One-on-one,
tailored guidance were provided to these colleagues by
enthusiastic senior managers who have won several Golden
Trade Secret Awards in the past to elevate their innovation’s
quality and generate more exceptional trade secrets. Through
the transformational synergistic effects of quality and quantity,
a continuous upward spiral of innovation is generated,
strengthening the company’s sustainable innovative culture
and competitive advantage. The pilot run demonstrated
that not only 18 inventors with innovation potential were
successfully mentored by 6 Golden Coaches, but it also verified
the feasibility of this novel initiative. This laid the foundation
for future expansion and implementation in other fabs and
divisions.
TSMC identifies and rewards impactful and high-quality
innovations through the annual Golden Trade Secret Award
ceremony, presenting 2,738 trade secrets with the Golden
Trade Secret Award between 2013 and 2023. In addition,
immense innovative drive and potential are illustrated through
the 348,503 trade secrets registered thus far and with annual
registrations exceeding 100,000 cases for the first time in
2023.
TSMC established the “Green Trade Secret Registration”
column in 2021, and in 2023 alone recorded 633 registrations,
a 500% increase from 2021’s registration numbers,
demonstrating how much TSMC’s colleagues value Green
Trade Secrets. Participating employees who registered for
Green Trade Secrets span across multiple departments. On
top of the Facility department, departments such as R&D and
Manufacturing also participated enthusiastically in recording
innovations contributing to sustainability, energy conservation,
and carbon emission reduction, enriching the innovation
diversity of Green Trade Secrets.
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 technology nodes, so as to ensure Company’s technology
leadership in semiconductor field; TSMC utilize patents and
trade secrets as dual tracks to successfully protect Company’s
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103
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 several
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, materials
manufacturing technologies, specialty technologies for
electronic applications, and green manufacturing. At the same
time, these projects provide hands-on training opportunities
for students interested in these fields to prepare them
for joining the semiconductor industry after graduation.
Starting 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
ten years, a total of 295 professors and more than 3,800
students with backgrounds in the disciplines of electronics,
electrical engineering, physics, materials, chemistry, chemical
engineering, and mechanical engineering have joined the
research centers. In 2022, TSMC also actively supported the
establishment of semiconductor or key technology research
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, providing
continuous funding for forward-looking research in Taiwan’s
semiconductor field and planning scholarship programs to
encourage students who are interested in the field. 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 industry. By 2023, the list of
school partners had grown to thirteen 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, National Chung Hsing University,
National Chung Cheng University, Feng Chia University, Yuan
Ze University, and Chung Yuan Christian University, with
over 7,600 students enrolled to date. In addition, TSMC has
long conducted strategic research projects at top overseas
universities such as Stanford University, Massachusetts Institute
of Technology, Princeton University, University of California,
San Diego, University of Texas at Austin, University of Toronto,
and the University of Tokyo and so on, focusing on innovative
capabilities in transistors, interconnect, materials, device
simulation and circuit design.
TSMC University Shuttle Program
The TSMC University Shuttle Program was established to
provide professors at outstanding research universities
worldwide with access to the leading silicon process
technologies needed to develop innovative circuit design
concepts. In 2023, TSMC teamed up with the Taiwan
Semiconductor Research Institute (TSRI) to apply the successful
customer experience to the University Shuttle Program. 16
nm technology is available at TSRI for advanced students to
design, enabling their creativity to be transformed into physical
chips. 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 2nm and 14 Angstrom
advanced CMOS logic nodes are progressing through the
development pipeline, the Company’s exploratory R&D work
is focused on nodes beyond 14 Angstrom, and on areas such
as 3D transistors, new memories and low-R interconnect,
to lay a strong foundation to foster the development of
innovative technology platforms in the future. TSMC’s
3DFabric® 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 applications. TSMC research
continues to develop novel materials, processes, devices and
memories that may be adopted in the distant future, 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 advanced
competitive semiconductor technologies to its customers.
Summary of TSMC’s Major Future R&D Projects
Project Name
Description
2nm logic technology platform and
applications
A14 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 73% of the total R&D budget for 2024. Total R&D budget is
estimated to be around 8% of 2024 revenue.
5.3 Manufacturing Excellence
5.3.1 GIGAFAB® Facilities
Maintaining reliable production capacity is a key manufacturing
strategy at TSMC. The Company currently operates four
12-inch GIGAFAB® facilities – Fab 12, 14, 15 and 18. The
combined capacity of the four facilities exceeded 12 million
12-inch wafers in 2023. Production within these facilities
support 0.13μm, 90nm, 65nm, 40nm, 28nm, 16nm, 7nm,
5nm and 3nm process technologies and their sub-nodes.
The GIGAFAB® facilities are coordinated by a centralized
management system known as super manufacturing platform
(SMP) to provide customers with consistent quality and
reliability, greater flexibility to cope with demand fluctuations,
and faster yield learning and time-to-volume production,
as well as lower-cost product requalification. In July 2023,
TSMC inaugurated its global R&D center specializing in the
technology development of 2nm nodes and beyond and to
support the exploration of new materials and research on
transistors structures. In addition, in response to strong market
demand for 3DIC, TSMC opened and started operating its
Advanced Packaging Fab 6 also in June 2023 as to provide
comprehensive semiconductor manufacturing services from
frontend to backend and testing.
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 from customers. 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, and cost
reductions, while shortening its 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 control and intelligent advanced process
control to ensure the consistency of tool matching and process
stability. Combining 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 sophisticated, agile and intelligent operating
system drives manufacturing excellence. TSMC has integrated
process experience, machine tuning, manufacturing
know-how, and AI technologies to create an intelligent
manufacturing environment. Intelligent manufacturing
technologies are widely applied to lean manufacturing,
employee productivity, equipment productivity, process and
equipment control, quality defense, and robotic control to
optimize quality, productivity, efficiency, and flexibility. The
end result is real-time information analysis, improved forecast
capability, maximum cost effectiveness, and accelerated
innovation. 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,
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and maximize manufacturing effectiveness. TSMC continues to improve semiconductor production through AI that uses massive
amounts of production data to achieve agile and intelligent operations.
5.3.4 Digital Transformation
To meet strong pent-up demand from customers, TSMC continues to implement technology to transform the “automated fab”
into the “intelligent fab,” with the simultaneous improvement of product quality, equipment capacity, and personnel effectiveness.
Intelligent fab has integrated the domain knowledge of semiconductor manufacturing, enabled 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. This frees today’s engineers to focus on problem solving. Looking ahead to the future, all
manufacturing improvement plans and productivity enhancements within the factory can be synchronized across global factories
through the Global Manufacturing and Management Platform. Furthermore, the implementation of augmented reality (AR) and
remote operation platforms will provide greater flexibility and efficiency in cross-factory machine maintenance and operations,
thereby enabling a collaborative model to achieve operational efficiency and manufacturing quality consistency across all factories.
5.3.5 Raw Materials and Supply Chain Management
In 2023, TSMC, together with suppliers, continued to review and resolve supply 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 drive research and process innovation for advanced materials, strengthen quality, and save energy and reduce
carbon emission in the supply chain to achieve a sustainable supply chain and create benefits from win-win solutions.
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 optimize 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.
● In order to effectively manage costs and supply chain, TSMC has collaborated with
suppliers and adopted various strategies.
● TSMC encourages and collaborates with chemical suppliers to implement innovative
green manufacturing improvement programs.
These 12 companies are the major worldwide suppliers of
chemicals.
Chemicals
Lithographic
Materials
Air Liquide
BASF
DuPont
Entegris
Fujifilm Electronic Materials
Kanto PPC
Kuang Ming
Merck
RASA
Shiny
Tokuyama
Wah Lee
DuPont
Fujifilm Electronic Materials
JSR
Nissan
Shin-Etsu Chemical
Sumitomo Chemical
T.O.K.
These 7 companies are the major worldwide suppliers of
lithographic materials.
● TSMC works closely with suppliers to develop materials that meet all application and
cost requirements.
● TSMC and suppliers periodically conduct programs to improve their quality, delivery,
sustainability and green policies, and jointly set improvement programs and monitor
progress to ensure continuous improvement in TSMC’s supply chain.
Major Materials
Major Suppliers
Market Status
Procurement Strategy
Gases
Slurry, Pad, Disk
Air Liquide
Air Products
Central Glass
Entegris
Linde LienHwa
Merck
SK specialty Co., Ltd.
Taiwan Material Technology
Nippon Sanso Taiwan
3M
AGC
Entegris
DuPont
Fujibo
Fujifilm Electronic Materials
Fujimi
These 9 companies are the major worldwide suppliers of
specialty gases.
● The majority of these suppliers have facilities in multiple geographic locations, which
minimizes supply risk for TSMC.
● TSMC conducts periodic audits to ensure that these 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 in 2023 and 2022
Unit: NT$ thousands
Supplier
Company A
Company B
Others
Total Net Procurement
Procurement Amount
2023
As % of 2023 Total
Net Procurement
Relation to TSMC
Procurement Amount
As % of 2022 Total
Net Procurement
Relation to TSMC
2022
17,862,380
17,763,637
53,109,061
88,735,078
20%
20%
60%
100%
None
None
-
-
18,259,301
16,120,039
56,546,611
90,925,951
20%
18%
62%
100%
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 offer 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 2023, 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, following 3nm FinFET, Q&R successfully certified N3E, which is an enhanced version of 3nm
processes for better power, performance and density. For specialty technologies, Q&R successfully qualified consumer-grade
22nm embedded MRAM process enhancement IP and completed reliability certification for 28nm HV (high voltage) technology.
In addition, TSMC’s advanced packaging solutions enabled system improvement of the wafer level process by integrating the
frontend wafer process and backend chip packaging. In 2023, Q&R completed the qualification and entered volume production
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of TSMC-SoIC® stacking technology, which stacks chips on
wafers (CoW). TSMC also successfully certified the CoWoS®
advanced packaging technology on larger substrates, enabling
the 3DFabric® technology platform to be applied to artificial
intelligence and high-speed computing. In terms of advanced
packaging technology, TSMC has successfully certified the
InFO_PoP technology for advanced N3 chips and power
management ICs (PMICs), achieving higher efficiency and lower
power consumption in mobile devices.
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 and continuously improve
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 2023. Q&R has successfully completed a
series of digital transformation development tasks, applied in
areas such as raw material management, statistical process
control (SPC), metrology, and laboratory analysis. By leveraging
advanced digital technologies and platforms, TSMC achieved
its digital transformation goals. Moreover, during the initial
phase of overseas expansion, Q&R addressed the challenges of
personnel training, remote management, and support through
digital transformation. This has made the successful practice
of globalized management possible, achieving zero distance
and zero time difference in quality management across global
fabs. In 2024, Q&R will continue to promote the development
of quality management methods and professional training and
apply artificial intelligence technologies to consolidate TSMC
comprehensive competitive advantages in this industry.
Q&R is committed to quality excellence, responsible supply
chain, green manufacturing, and sustainable management
practices. Q&R has established a state-of-the-art chemical lab
responsible for monitoring raw material quality, assisting R&D
organizations in the breakthrough of cutting-edge materials,
and improving the yield of products and processes. In addition,
Q&R and its chemical lab also assist the supply chain in
material innovation, guiding suppliers to ensure compliance
with international regulation for carcinogenic, mutagenic and
reprotoxic (CMR) substances and to classify risky materials and
carry out test sampling. In addition, Q&R applies best known
methods based on professional expertise and collaborates
with the materials supply chain management division to
build a resilient raw material supply chain. Even in the face
of pandemic restrictions, geopolitical tensions and material
shortages, TSMC successfully expanded existing material
production capacity with suppliers, established new production
lines of verified quality at overseas bases, and developed
sufficient qualified second sources. All the efforts above have
supported TSMC in navigating through geo-political turmoil to
achieve continuous growth and optimize the balance between
quality and capacity.
Furthermore, Q&R assisted suppliers in developing recycling
projects, enabling several recycled chemicals to achieve an
electronic grade quality level. Q&R also collaborated with
operations to conduct engineering verification for recycled
chemicals, meeting TSMC’s quality requirements and
environmentally friendly sustainability goals. Q&R is also
committed to the continual improvement of local supply chains
and developing local talent. In 2023, TSMC again collaborated
with the Semiconductor Equipment and Materials International
(SEMI) to hold the fifth Strategic Materials Conference (SMC) in
Taiwan and invited domestic and overbroad members to share
the most advanced material technology, to motivate talented
personnel and elevate the international competitiveness of
the local supply chain. In addition, in 2023 Q&R collaborated
with a professional consulting firm to participate in the
Electronic Specialty Gases & Systems Conference in Arizona,
U.S., to discuss the importance of technical goals and quality
management with the local supply chain. This provided an
opportunity to attract talented local individuals who share the
same values.
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. To continue and uphold
the excellent quality culture of TSMC, Q&R began offering
quality culture courses for new employees in 2022. These
courses help new employees establish the correct quality
values and accelerate their integration and adaptation to their
roles. In addition to internal cross-organizational learning
and exchange, TSMC participates in the Taiwan Continuous
Improvement Award (TCIA) 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 2023,
TSMC’s outstanding performance was recognized with seven
gold, two silver and two “best improvement and innovation”
awards. Meanwhile, Q&R encouraged local material
suppliers to participate in the TCIA for ability and quality
culture enhancement, and in 2023, they won a total of nine
medals: one gold, seven silver, and one bronze. Additionally,
Q&R added quality courses to TSMC’s Supply Online 360,
sharing basic concepts of quality tools, problem-solving, and
continuous improvement, as well as explaining the necessary
procedures for management changes and evaluation of new
materials.
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 product recalls initiated
by customers due to safety concerns in 2023. 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 2023, TSMC’s 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: HPC, smartphones, 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. They
include fabless semiconductor companies, system companies,
and integrated device manufacturers such as Advanced Micro
Devices, Inc., Amazon Web Services, Inc., Broadcom Inc.,
Infineon Technologies AG, Intel Corporation, MediaTek Inc.,
NVIDIA Corporation, NXP Semiconductors N.V., Qualcomm
Incorporated, Sony Semiconductor Solutions Corporation and
many more worldwide.
Customer Service
TSMC is committed to providing customers with the highest
quality service. The Company believes that excellent service
is key to maintaining and improving customer satisfaction,
solidifying existing customers, and attracting new customers.
To this end, TSMC has established a dedicated customer
service team to act as the primary contact window, facilitating
seamless communication and coordination with customers
in areas such as product design, mask making, wafer
manufacturing, and 3DFabric® technology services, ensuring
world-class service every step of the way. TSMC is committed
to continuously improving customer satisfaction, earning
customer trust, maintaining sales and profitability, and
solidifying its role as a most reliable partner.
To improve customer interaction on a real-time basis,
TSMC-Online 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. TSMC-Online facilitates design
collaboration by maintaining data availability and accessibility
and providing customers with accurate up-to-date information
at each stage of the design process. Engineering collaboration
focuses on wafer, and 3DFabric® processes, yield and wafer
acceptance test analysis, as well as data quality and reliability.
Logistics collaboration includes information on wafer
fabrication, advanced packaging, testing, and transportation.
In addition, customers can generate customized reports
through TSMC-Online to meet their system automation needs.
Customer Satisfaction
To ensure customer satisfaction, TSMC must fully comprehend
its customers’ needs. To this end, the Company works with
third-party consulting firms to conduct annual customer
satisfaction surveys (ACSS) with the majority of existing
customers, either via online surveys or in direct interviews.
In addition to the survey, TSMC also conducts quarterly
business/technical reviews (QBR/QTR) with customers to
collect their feedback on a regular basis. Customer feedback is
routinely reviewed, analyzed and 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.
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Customer Information Protection
TSMC complies with applicable regulations and international standards to protect customer information and has received ISO
27001 international information security certification. In addition, relevant proprietary information protection policies and standard
work processes are also established to ensure only authorized personnel can access the engineering and production data of any
specific customer.
Customers Accounting for at Least 10% of Annual Consolidated Net Revenue in 2023 and 2022
Unit: NT$ thousands
Customer
Customer A
Customer B
Others
Total Net Revenue
2023
2022
Net Revenue
As % of 2023 Total
Net Revenue
Relation to TSMC
Net Revenue
As % of 2022 Total
Net Revenue
Relation to TSMC
546,550,925
241,152,357
1,374,032,559
2,161,735,841
25%
None
11%
None
64%
100%
-
-
529,649,200
N/A
1,734,242,092
2,263,891,292
23%
None
N/A
None
77%
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 design cycle times and first-time silicon success rates. OIP promotes the speedy implementation
of innovation within the semiconductor design community and its ecosystem partners using TSMC’s process technology and OIP
partners’ solutions 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
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 various
customer requirements for work models.
● Alliances that provide design services to support customer
demand regarding resources and capabilities, depending on
the scope and various 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 14 EDA partners, seven Cloud
partners, 39 IP partners, 26 design center alliance (DCA)
partners, nine value chain aggregator (VCA) partners and 22
partners in the new 3DFabric® Alliance.
● A partner management portal to facilitate communication
with ecosystem partners for efficient business productivity –
designed with a highly intuitive interface and accessible via a
direct link from TSMC-Online.
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, 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 customer success.
Hence, this helps achieve DTCO among TSMC process
technologies, OIP design solutions and customer product
designs.
The 2023 annual OIP Ecosystem Forum in North America
demonstrated how TSMC and its ecosystem partners jointly
develop design solutions on top of TSMC’s advanced
technologies through OIP. At the forum, TSMC made key
presentations on its comprehensive 3nm technology family
that continues the full-node PPA scaling trend, together with
the offering of high-density and high-performance libraries and
design solutions to support smartphone and high performance
computing (HPC) design applications. The Company also
made presentations on the readiness of analog cells that can
help boost analog IP yields and analog design productivity,
with the design solutions to enable EDA and design flow
automation to support analog design migration. In response
to the rising demand for more complex system level designs,
TSMC collaborates with 3DFabric® alliance partners of 3DIC
expertise in EDA, IP, DCA/VCA, memory, substrate, outsourcing
semiconductor assembly testing (OSAT) and testing to provide
3D chip stacking and 2.5D advanced packaging design
solutions, together with EDA tools compliant to the 3Dblox
open standard to facilitate integration of multiple chips/
chiplets in system-level designs using 3DFabric® technology
services which include TSMC-SoIC®, InFO and CoWoS®. The
availability of the aforementioned design ecosystem solutions
helps customers successfully pursue opportunities in all major
markets: HPC, smartphones, the Internet of Things (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 as reflected in TSMC’s Information Security
Declaration.
In 2022, following the regulations of the Financial Supervisory
Commission of Taiwan, TSMC appointed J.K Lin, Senior
Vice President of Information Technology, Material and
Risk Management, to take on the addition role of Chief
Information Security Officer (CISO). Mr. Lin is responsible for
the overall planning and coordination of Company resources,
communicating on information security policies and directions.
TSMC has established a dedicated corporate information
security (CIS) organization, led by Director James Tu, to be
responsible for the implementation, planning, monitoring,
and management of information security. TSMC has also
established the PIP and Risk Committee and the IT Security
Committee to cooperate with the Company’s information
technology and related organizations to strengthen corporate
information security protection and management mechanisms.
Both committees are chaired by the CISO and comprise VP-level
executives who meet regularly to review and deliberate on
important information security policies as well as project
implementation. Every six months, CIS executives report risk
management measures to the Audit and Risk Committee,
including global information security trends, corporate
information security policies, plans, and implementation
results. The chair of the Audit and Risk Committee also reports
on the effectiveness of information security supervision and risk
control measures to the Board of Directors.
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Corporate Information Security Organization Structure
Board of Directors
Audit and Risk
Committee
Corporate Information
Security Organization
PIP and Risk Committee
IT Security Committee
countermeasures to mitigate these risks. In 2023 and as of the
date of this Annual Report, TSMC has not suffered any financial
losses nor experienced any operational impact due to material
information security incidents.
5.6 Human Capital
Human capital is TSMC’s most treasured asset. The Company
strives to provide employees with meaningful work, 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.
5.5.2 Information Security Management Strategy and
5.6.1 Human Rights Policy and Specific Actions
Resources
To achieve TSMC’s information security 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 2023, TSMC
invested in excess of NT$1 billion to strengthen information
security, involving 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
TSMC strongly believes that respecting human rights and
promoting a decent work environment are vitally important.
The Company is committed to supporting the following
international human rights standards while complying with
local laws in all operating locations, treating and respecting
all personnel equally. The TSMC Human Rights Policy applies
to the management team and all employees (those employed
by TSMC and receiving wages or compensation), affiliated
enterprises, suppliers, contractors, partners (including
customers and communities), and other stakeholders
committed to eliminating any human rights violations.
Management Principles
● Human Rights Governance Structure
TSMC has established a human rights governance structure
with the Board of Directors at the highest level. The ESG
Committee has established a cross-department human
rights task force, encompassing Customer Service, Corporate
Sustainability, Environmental Safety and Health, Human
Resources, Information Technology, Corporate Information
Security, Materials Management, Legal, Operations, Quality
and Reliability, Research and Development and other functional
organizations to systematically and effectively promote human
rights management activities. In addition to regularly reporting
progress to the ESG Steering Committee, the chairperson of
the ESG Committee reports to The Nominating, Corporate
Governance and Sustainability Committee under the Board
of Directors on human rights management actions and
implementation results.
● Due Diligence
TSMC follows the recommendations of the OECD Due
Diligence Guidance for Responsible Business Conduct to carry
out the Company’s due diligence process. TSMC conducts
the due diligence process by embedding responsible business
practices into its policies and management systems, regularly
identifying and assessing risks, implementing prevention and
mitigation measures, and tracking mechanisms.
● Training and Advocacy
TSMC develops human rights protection training to establish
awareness and develop a culture of respecting human rights.
Through such training, the Company informs employees
about human rights concepts and their importance, accessible
grievance channels to all, and TSMC’s measures for the
management, prevention, and remediation of human rights
violations.
● Grievance Channels
TSMC establishes robust grievance and communication
channels and commits to protecting complainants. Potential
human rights violations can be reported anonymously or
through multiple communication mechanisms to provide
concerns or suspected violations to TSMC, and the Company
will initiate corresponding measures.
● Remediation
Once a human rights violation caused or contributed to by
TSMC is identified, the Company will initiate a remediation
mechanism based on the type of incident and, if necessary,
cooperate with relevant stakeholders to prevent recurrence.
● Communication and Disclosure
TSMC identifies affected individuals on a case-by-case basis
based on salient human rights issues to build a solid, trusting
relationship, and listens to the voices of stakeholders through
diverse, open, and two-way communication channels. The
Company regularly discloses human rights management goals,
actions, performance, and progress on the Company’s ESG
website, Sustainability Report, and Human Rights Report.
In 2023, 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 xx points
or above.
TSMC conducted multiple human rights protection training
courses in 2023 including plant safety and health, emergency
response, first-aid personnel training, friendly workplace, etc.
The total training hours are 156,595 hours, and a total of
70,576 employees have completed the training, accounting
for 92% of employees. To further promote human rights,
TSMC offered a course called “Understand TSMC Human
Rights Policy, Create a Friendly Workplace, and Eliminate Sexual
Harassment”. 65,364 employees completed this training, and
the passing rate of the post-training test was 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 with these activities. TSMC holds
Silicon Garden meetings, aka Labor-Management meetings,
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 communication between the Company’s
management team and employees and ensure harmonious
employee relations.
5.6.2 Diversity and Inclusion
TSMC believes that a diverse management and talent structure
contributes 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 people of varying skills and
backgrounds to join the semiconductor sector, so that the
industry can maximize the benefits of diverse talent resources.
To realize TSMC’s People Vision and provide an inclusive
workplace, TSMC has officially established three employee
resource groups (ERGs), Women@tsmc, Global Family@
tsmc and Accessibility@tsmc, to focus on the diversity areas
of gender, race/nationality and disability since 2022-2023. In
2023, TSMC hosted the first Diversity and Inclusion Campaign,
turning the Company’s goals into concrete actions and
promoting the innovative value of diversity and inclusion.
TSMC has further expanded the scope of diversity and
inclusion, planning learning structures and learning focus for
different roles for all employees, aiming to support colleagues
in understanding the subtleties of diversity and inclusion,
including unconscious bias and how it is formed, jointly raising
diverse and inclusive awareness.
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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
準備員工未來所需的能力、
促動員工自主學習、
建構人才梯隊
為公司與社會創造正向影響
人才發展策略
能力導向的
學習模組
多元且彈性的
學習方式
各職級的訓練與
發展計劃
學習動能培養
台積人才發展架構 &
70/20/10法則、混成學習 &
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 2023, TSMC conducted over more than 7,000 training sessions, more than 10,000 online courses, and provided over 6.53 million
hours of training with a total in excess of 2.59 million participants. The average annual training time per employee grew to 85.4
hours, an increase of 23% over the previous year. TSMC training expense reached NT$887 million and the average training cost per
employee was approximately NT$11,604, a 12 percent decrease 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.
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 and People Development 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.
Note: In order to align the definition of training expenses with international market research information (as in Training magazine) to include total training spending, outside products and services, and training staff
payroll, starting in 2022 the Company began including training staff payroll in annual training expenses. The change in the average training cost per employee in 2023 reflects the comprehensive impact of
training manpower’s business performance bonus and profit sharing and changes in the number of employees.
5.6.3 Workforce Structure
At the end of 2023, TSMC had 76,478 employees worldwide,
including 7,861 managers, 36,807 professionals, 9,235
assistants and 22,575 technicians. The following two tables
summarize the makeup of TSMC’s workforce and the female
portion of management as of the end of February 2024:
TSMC adheres to its core values and continues to move
forward with a lofty vision, attracting the attention of young
talents both in Taiwan and overseas. To ensure the talent it
needs for the continuous growth, TSMC expanded its recruiting
channels to attract top-notch professionals in all positions and
employed over 6,000 employees worldwide in 2023.
Workforce Structure
Job
Total
Gender
Education
Managers
Professionals
Assistant
Engineer/Clerical
Technicians
Male
Female
Ph.D.
Master’s
Bachelor’s
Other Higher
Education
High School
Average Age
Average Years of Service
12/31/2022
12/31/2023
02/29/2024
7,295
35,189
8,665
21,941
73,090
65.6%
34.4%
3.8%
47.2%
29.3%
8.4%
7,861
36,807
9,235
22,575
76,478
65.8%
34.2%
3.9%
47.7%
29.5%
8.0%
8,000
37,129
9,284
22,620
77,033
65.9%
34.1%
3.9%
47.9%
29.5%
8.0%
11.3%
10.9%
10.9%
35.7
8.3
36.2
8.7
36.2
8.8
Female Ratio in Management
12/31/2022
12/31/2023
02/29/2024
Female Ratio in Junior Management
Female Ratio in Senior Management
Female Ratio in Top Management
13.6%
13.0%
6.1%
14.3%
13.7%
5.9%
14.4%
13.9%
5.9%
Note: Junior management positions include first-line managers; top management positions include vice
presidents and higher as well as the CEO.
5.6.4 Recruitment
Sharing a common vision and values by the Company’s
employees is 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. In addition to prioritizing integrity and ability
as the primary conditions for employment, the Company also
considers suitability for the position, evaluating all candidates
equally regardless of race, gender, age, religion, nationality or
political affiliation.
5.6.5 Talent Development
Employees are TSMC’s most important asset. In addition to
creating a diverse and inclusive workplace 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
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.
To pursue sustainable growth TSMC intends to expand global
operations, and talent development is crucial to achieving
this strategic goal. Therefore, the Company selects and
cultivates talented employees based on the TSMC Talent
Development Model to support sustainability and follows
two strategies for talent development: equipping employees
with future capabilities, i.e. preparing employees with the
skills for the future and building a talent pool, and unleashing
employees’ potentials and innovation, i.e. encouraging and
enabling self-learning and continuous innovation to create
positive impacts on the Company and society. To this end, 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 further develop leadership, professional
and general skills according to colleagues’ different positions
and professional, and the needs of Company’s organization.
At the same time, the Company uses a blended approach
consisting of experiential learning (70%), feedback and
guidance (20%), and education and training (10%). The
Company also employs future AI adaptive learning, together
with training and development programs at all levels, to
comprehensively and systematically plan and develop the
capabilities required by all employees. These approaches help
cultivate learning momentum and support employees and the
Company in achieving continuous growth and breakthroughs.
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In addition to the competitive compensation described above,
the Company 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.
To strengthen the link between TSMC managers and
shareholders’ interests, the Company established corporate
officer shareholding guidelines in 2020. The required holding
value of TSMC shares by the chairman, CEO, and corporate
officers is proportional to their annual base salary: 18 times for
the chairman and CEO, nine times or three times for officers
(three times is only applicable for officers hired in overseas)
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, 2022 and
2023.
5.6.7 Employee Benefit System Superior to Statute
TSMC offers employee benefits that are superior to those
required by applicable statutes. In addition to twelve national
holidays per year, seven memorial days are also designated
as holidays. To alleviate traffic congestion during commuting
hours, support family care needs, and create a diverse and
inclusive workplace, the Company implemented a staggered
commuting policy in 2023 and continuously optimized related
flexible support. In order to support employees in practicing
the Company’s sustainable vision of “making society better,”
TSMC provides one day of volunteer leave per year since 2023.
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, hospitalization, cancer, critical illness,
maternity and international business travel. There are also
various and unique employee self-paid group insurance plans
available 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. To further create a family-friendly
workplace and support for TSMC employees’ parenting needs,
starting from October 1, 2023 the Company implemented the
TSMC Childcare Benefit Program 2.0, to extend maternity leave
for second birth from 12 to 16 weeks and third birth from 16
to 20 weeks. The maternity subsidy increased to a maximum of
NT$20,000 (NT$10,000 from employee welfare committee and
maximum NT$10,000 maternity insurance). TSMC has set up
four onsite kindergartens for employees in Taiwan. In addition,
a holiday STEAM (science, technology, engineering, art and
math) campus has been organized for employees’ 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 2023 TSMC began providing employees with five advanced
checkup items upon completion of every five years of service.
The Company encourages employees to exercise regularly by
subsidizing 65 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,
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 to be 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.
5.6.9 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.
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 competitiveness.
The award programs include:
● TSMC Academy to recognize outstanding scientists and
engineers whose individual technical capabilities have made
significant contributions
● TSMC Excellent Labor Award to recognize technicians
whose outstanding performances have made significant
contributions
● Total Quality Excellence to recognize employees’ continuous
efforts in creating value at each fab
● Service Award to recognize and show appreciation of senior
employees for their long-term commitment and dedication
● Excellent Instructor Award to praise 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 2023, 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.
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 conducts biannual face-to-face CEO dialogue sessions
in Hsinchu, Taichung, and Tainan, which allows the employees
to make suggestions, express their thoughts and get direct
feedback from the CEO. In addition, the Company has also
enlarged the scope of the labor-management meeting,
transforming it into the Silicon Garden Meeting, which helps all
employees feel free to put forward their ideas so the Company
can 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 employee commitment
● The biennial global employee engagement survey taken to
systematically understand the work experience of employees
and to enhance employee engagement and sense of
belonging in the Company
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● Periodic employee pulse surveys and service satisfaction surveys given to selected employees with follow-up actions based on
survey findings
● myTSMC employee portal, an internal website featuring talks by the Founder, the Chairman and the CEO, corporate messages,
executive interviews, and other topics of interest to employees
● eSilicon Garden Stories, 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 Ethics 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 work
environment
● The Fab Caring Circle in each fab, which addresses issues related to employees’ work and personal life – 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 Business Partner
eSilicon Garden Stories
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
During 2023 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$100,000 issued on 04/26/2023 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, and NT$50,000 issued, respectively, on 05/19/2023 for the extension of working hours combined with the
regular working hours exceeding permitted limit, and inadequate rest time of a minimum of 12 hours after the occurrence of an
● Encourage colleagues to proactively share their ideas through
an open management model in order to create a mutually
respectful environment.
● Enhance colleagues’ sense of belonging and achievement by
unleashing their potential, allowing them to enjoy their work,
continuously learn, and grow.
● Motivate and retain talent by providing more non-monetary
rewards.
TSMC’s turnover rate was 3.7% in 2023 compared to 6.7% in
2022, both within a healthy range of less than 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
became 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 requirements and also engages an actuarial
consulting firm to assess the valuation of the defined benefit
plan. Please refer to page 45-47 of the attached financial
report for details. Thanks to the Company’s sound financial
condition, it is able to ensure the future viability of employee
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 73.
emergency or unexpected event (Labor Standards Act Article
32 Paragraph 2, and Paragraph 4). NT$300,000 issued on
08/07/2023 for the extension of working hours combined with
the regular working hours exceeding permitted limit (Labor
Standards Act Article 32 Paragraph 2). NT$350,000 issued on
08/18/2023 for the extension of working hours combined with
the regular working hours exceeding permitted limit (Labor
Standards Act Article 32 Paragraph 2). NT$150,000 issued on
09/26/2023 for the extension of working hours combined with
the regular working hours exceeding permitted limit (Labor
Standards Act Article 32 Paragraph 2). NT$150,000 issued on
10/03/2023 for the extension of working hours combined with
the regular working hours exceeding permitted limit (Labor
Standards Act Article 32 Paragraph 2). NT$400,000 issued on
02/07/2024 for the extension of working hours combined with
the regular working hours exceeding permitted limit (Labor
Standards Act Article 32 Paragraph 2).
The Company has reviewed its working hour management
process and established indices to remind employees to apply
for overtime payment on time and for mangers to respond
to such applications efficiently and in a timely fashion, and to
be more diligent about employee working hours as well as to
strengthen communication about these matters and relevant
policies.
5.6.10 Retention
In 2023, TSMC conducted its second global employee
engagement survey (EES), based on High Performance
Employee Experience Model (Note) to maintain comparability
with 2021 EES data. The survey aimed to understand the
strengths and opportunities for continuous improvement in
employee experience at TSMC and to develop action plans that
retain talent. The survey participants included global TSMC
employees and its subsidiaries, except for VisEra due to its
different industrial background. Overall, 65,123 employees
participated in the survey, representing 89% of all TSMC
employees.
Based on the survey results in 2023, TSMC is perceived by its
employees as possessing strong competitiveness in the market,
exhibiting agility in responding to market changes, and being
adept at delivering innovative products and services that create
value for its customers. TSMC will continue to enhance the
following 3 aspects:
Note: Based on Willis Towers Watson’s “High Performance Employee Experience (HPEX) Model”.
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119
Fab 8
6 Financial
Highlights &
Analysis
TSMC’s gross profit margin was 54.4% in 2023.
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121
6.1 Financial Highlights
6.1.1 Condensed Balance Sheet
Condensed Balance Sheet from 2019 to 2023 (Consolidated)
Unit: NT$ thousands
Item
Current Assets
Year
2019
2020
2021
2022
2023
822,613,914
1,092,185,308
1,607,072,907
2,052,896,744
2,194,032,910
Long-term Investments
30,172,039
27,728,208
29,384,701
68,927,920
129,442,117
Property, Plant and Equipment
1,352,377,405
1,555,589,120
1,975,118,704
2,693,836,970
3,064,474,984
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
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
40,424,830
22,766,744
81,229,630
2,264,805,032
2,760,711,405
3,725,503,455
4,964,778,878
5,532,371,215
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
913,583,316
810,811,904
1,015,535,363
1,004,345,564 (Note 2)
815,266,892
1,060,063,194
1,135,525,052
910,089,406
1,554,770,250
2,004,290,011
2,049,108,368
974,915,357
1,626,078,796
2,075,598,557
2,139,870,616 (Note 2)
259,303,805
259,303,805
259,303,805
259,303,805
259,320,710
56,339,709
56,347,243
64,761,602
69,330,328
69,876,381
1,333,334,979
1,588,686,081
1,906,829,661
2,637,524,688
3,158,030,792
1,268,509,028
1,523,860,130
1,835,521,115
2,566,216,142
3,067,268,544 (Note 2)
(27,568,369)
(54,679,873)
(62,608,515)
(20,505,626)
(28,314,256)
1,621,410,124
1,849,657,256
2,168,286,553
2,945,653,195
3,458,913,627
1,556,584,173
1,784,831,305
2,096,978,007
2,874,344,649
3,368,151,379 (Note 2)
685,302
964,743
2,446,652
14,835,672
24,349,220
1,622,095,426
1,850,621,999
2,170,733,205
2,960,488,867
3,483,262,847
1,557,269,475
1,785,796,048
2,099,424,659
2,889,180,321
3,392,500,599 (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 6, 2024.
Condensed Balance Sheet from 2019 to 2023 (Unconsolidated)
Unit: NT$ thousands
Item
Current Assets
Long-term Investments
Year
2019
2020
2021
2022
2023
355,118,125
559,380,999
580,949,248
565,432,338
783,205,937
1,118,550,389
1,185,788,564
603,640,944
728,961,910
1,095,656,042
Property, Plant and Equipment
1,310,900,634
1,511,784,556
1,889,970,529
2,432,675,050
2,453,465,322
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
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
37,872,705
17,684,064
83,612,587
2,275,476,072
2,733,505,113
3,378,495,145
4,422,419,064
4,874,079,284
605,540,547
670,366,498
48,525,401
654,065,948
718,891,899
680,529,735
745,355,686
203,318,122
704,833,370
776,141,916
505,375,222
899,245,600
763,602,324
970,554,146
854,364,572 (Note 2)
577,520,269
651,563,333
883,847,857
1,210,208,592
1,476,765,869
1,415,165,657
948,673,808
1,281,517,138
1,548,074,415
1,505,927,905 (Note 2)
259,303,805
259,303,805
259,303,805
259,303,805
259,320,710
56,339,709
56,347,243
64,761,602
69,330,328
69,876,381
1,333,334,979
1,588,686,081
1,906,829,661
2,637,524,688
3,158,030,792
1,268,509,028
1,523,860,130
1,835,521,115
2,566,216,142
3,067,268,544 (Note 2)
(27,568,369)
(54,679,873)
(62,608,515)
(20,505,626)
(28,314,256)
1,621,410,124
1,849,657,256
2,168,286,553
2,945,653,195
3,458,913,627
1,556,584,173
1,784,831,305
2,096,978,007
2,874,344,649
3,368,151,379 (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 6, 2024.
122
123
6.1.2 Condensed Statement of Comprehensive Income
6.1.3 Financial Analysis
Condensed Statement of Comprehensive Income from 2019 to 2023 (Consolidated)
Financial Analysis from 2019 to 2023 (Consolidated)
Year
2019
2020
2021
2022
2023
Capital Structure Analysis
Debts Ratio (%)
1,069,985,448
1,339,254,811
1,587,415,037
2,263,891,292
2,161,735,841
Long-term Fund to Property, Plant and Equipment (%)
819,537,266
1,348,354,806
1,175,110,628
Liquidity Analysis
Current Ratio (%)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Net Income
Other Comprehensive Income (Loss) for the Year, Net
of Income Tax
492,701,896
372,701,090
17,144,246
389,845,336
345,343,809
(11,823,562)
711,130,120
566,783,698
17,993,482
584,777,180
518,158,082
(30,321,802)
649,980,897
1,121,278,851
921,465,606
13,145,417
22,911,867
663,126,314
1,144,190,718
597,073,134
1,016,900,515
(7,619,456)
42,430,165
57,705,718
979,171,324
837,767,517
(8,813,644)
Total Comprehensive Income for the Year
333,520,247
487,836,280
589,453,678
1,059,330,680
828,953,873
Net Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Total Comprehensive Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Basic/Diluted Earnings Per Share (Note)
345,263,668
517,885,387
596,540,013
1,016,530,249
838,497,664
80,141
272,695
533,121
370,266
(730,147)
333,440,460
487,563,478
588,918,059
1,059,124,890
830,509,542
79,787
13.32
272,802
19.97
535,619
23.01
205,790
39.20
(1,555,669)
32.34
Note: Based on weighted average shares and diluted weighted average shares outstanding in each year.
Condensed Statement of Comprehensive Income from 2019 to 2023 (Unconsolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Net Income
Other Comprehensive Income (Loss) for the Year, Net
of Income Tax
Year
2019
2020
2021
2022
2023
1,059,646,793
1,314,793,013
1,574,745,881
2,252,320,561
2,153,285,095
480,143,141
365,923,992
22,821,227
388,745,219
345,263,668
(11,823,208)
682,004,023
543,465,507
39,153,435
582,618,942
517,885,387
(30,321,909)
788,629,037
1,300,392,888
1,130,624,931
629,632,836
1,090,746,689
907,372,855
30,869,355
49,927,127
660,502,191
1,140,673,816
596,540,013
1,016,530,249
(7,621,954)
42,594,641
Total Comprehensive Income for the Year
333,440,460
487,563,478
588,918,059
1,059,124,890
Basic/Diluted Earnings Per Share (Note)
13.32
19.97
23.01
39.20
Note: Based on weighted average shares and diluted weighted average shares outstanding in each year.
70,398,381
977,771,236
838,497,664
(7,988,122)
830,509,542
32.34
Operating Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover (Days)
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Profitability Analysis
Return on Total Assets (%)
Return on Equity attributable to Shareholders of the Parent (%)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
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 (%)
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
2023
37.04
150.72
240.16
212.46
54.08
9.96
36.65
4.18
87.32
17.34
0.75
0.41
16.14
26.18
355.34
377.59
38.75
32.34
32.34
135.94
100.63
10.84
2.03
1.01
58
-4.51
-17.51
Analysis of deviation of 2023 vs. 2022 over 20%:
1. Times interest earned decreased by 33% mainly due to increase in interest expenses.
2. Property, Plant and Equipment Turnover (Times) decreased by 23% mainly due to increase in average Property, Plant and Equipment.
3. Total Assets Turnover (Times) decreased by 21% mainly due to increase in average total assets.
4. Return on Total Assets decreased by 32% mainly due to increase in average total assets and decrease in net income.
5. Return on Equity attributable to Shareholders of the Parent decreased by 34% mainly due to increase in average Equity attributable to Shareholders of the Parent and decrease in net income.
6. Cash Flow Ratio decreased by 20% as a result of decrease in cash generated by operating activities.
7. Cash Flow Reinvestment Ratio decreased by 37% as a result of decrease 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 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)
124
125
Financial Analysis from 2019 to 2023 (Unconsolidated)
6.1.4 Auditors’ Opinions from 2019 to 2023
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
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
2023
29.03
167.54
155.29
123.93
183.38
10.65
34.26
4.58
79.69
17.55
0.88
0.46
18.12
26.18
349.90
377.05
38.94
32.34
32.34
158.12
108.97
11.39
2.07
1.01
Analysis of deviation of 2023 vs. 2022 over 20%:
1. Current Ratio increased by 25% mainly due to decrease in Current Liability.
2. Quick Ratio increased by 23% mainly due to decrease in Current Liability.
3. Times interest earned decreased by 34% mainly due to increase in interest expenses.
4. Return on Total Assets Turnover (Times) decreased by 20% mainly due to increase in average total assets.
5. Return on Total Assets decreased by 31% mainly due to increase in average total assets and decrease in net income.
6. Return on Equity decreased by 34% mainly due to increase in average equity and decrease in net income.
7. Cash Flow Reinvestment Ratio decreased by 38% as a result of decrease 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
2019
2020
2021
2022
2023
CPA
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Shang Chih Lin
Mei Yen Chiang, Shang Chih Lin
Shih-Tsung Wu, 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 and Risk Committee’s Review Report
The Board of Directors has prepared the Company’s 2023 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 and Risk 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 and Risk Committee: Sir Peter L. Bonfield
February 6, 2024
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 2023 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.
126
127
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
Equity Attributable to Shareholders of the Parent
Total Equity
2023
2,194,032,910
129,442,117
3,064,474,984
40,424,830
22,766,744
81,229,630
5,532,371,215
913,583,316
1,135,525,052
2,049,108,368
259,320,710
69,876,381
3,158,030,792
(28,314,256)
3,458,913,627
3,483,262,847
2022
2,052,896,744
68,927,920
2,693,836,970
41,914,136
25,999,155
81,203,953
4,964,778,878
944,226,817
1,060,063,194
2,004,290,011
259,303,805
69,330,328
2,637,524,688
(20,505,626)
2,945,653,195
2,960,488,867
Difference
141,136,166
60,514,197
370,638,014
(1,489,306)
(3,232,411)
25,677
567,592,337
(30,643,501)
75,461,858
44,818,357
16,905
546,053
520,506,104
(7,808,630)
513,260,432
522,773,980
%
7%
88%
14%
-4%
-12%
0%
11%
-3%
7%
2%
0%
1%
20%
-38%
17%
18%
Note 1: Long-term investments consist of noncurrent financial assets at fair value through profit and loss, 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 Long-term Investments: The increase was mainly due to increase in financial assets at amortized cost and noncurrent
financial assets at fair value through profit and loss.
Increase in Retained Earnings: The increase was mainly due to net income of 2023, partially offset by distribution of earnings.
Decrease in Others Equity: The decrease was mainly due to currency exchange loss arising from translation of foreign operations in
2023.
● 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
2023
1,185,788,564
1,095,656,042
2,453,465,322
37,872,705
17,684,064
83,612,587
2022
1,118,550,389
728,961,910
2,432,675,050
39,051,427
21,456,104
81,724,184
4,874,079,284
4,422,419,064
763,602,324
651,563,333
899,245,600
577,520,269
1,415,165,657
1,476,765,869
259,320,710
69,876,381
3,158,030,792
(28,314,256)
3,458,913,627
259,303,805
69,330,328
2,637,524,688
(20,505,626)
2,945,653,195
Difference
67,238,175
366,694,132
20,790,272
(1,178,722)
(3,772,040)
1,888,403
451,660,220
(135,643,276)
74,043,064
(61,600,212)
16,905
546,053
520,506,104
(7,808,630)
513,260,432
%
6%
50%
1%
-3%
-18%
2%
10%
-15%
13%
-4%
0%
1%
20%
-38%
17%
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 Long-term Investments: The increase was mainly due to increase in investments accounted for using equity method.
Increase in Retained Earnings: The increase was mainly due to net income of 2023, partially offset by distribution of earnings.
Decrease in Others Equity: The decrease was mainly due to currency exchange loss arising from translation of foreign operations in
2023.
● Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
● Future Plan on Financial Position: Not applicable.
128
129
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
2023
2,161,735,841
986,625,213
1,175,110,628
253,833,716
188,694
921,465,606
57,705,718
979,171,324
141,403,807
837,767,517
(8,813,644)
828,953,873
838,497,664
830,509,542
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
Difference
(102,155,451)
71,088,727
(173,244,178)
27,126,164
557,097
(199,813,245)
34,793,851
(165,019,394)
14,113,604
(179,132,998)
(51,243,809)
(230,376,807)
(178,032,585)
(228,615,348)
%
-5%
8%
-13%
12%
NM
-18%
152%
-14%
11%
-18%
-121%
-22%
-18%
-22%
● Analysis of Deviation over 20%
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 2023.
Increase in Non-operating Income and Expenses: The increase was mainly due to higher interest income in 2023.
Decrease in Other Comprehensive Gain (Loss), Net of Income Tax: The decrease was mainly due to increase in currency exchange
loss arising from translation of foreign operations in 2023.
Decrease in Total Comprehensive Income for the Year and Total Comprehensive Income Attributable to Shareholders of the Parent:
The decrease was mainly due to lower net income in 2023.
● 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
2023
2,153,285,095
1,022,660,164
1,130,624,931
223,733,531
481,455
907,372,855
70,398,381
977,771,236
139,273,572
838,497,664
(7,988,122)
830,509,542
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
Difference
(99,035,466)
70,732,491
(169,767,957)
14,095,607
489,730
(183,373,834)
20,471,254
(162,902,580)
15,130,005
(178,032,585)
(50,582,763)
(228,615,348)
%
-4%
7%
-13%
7%
NM
-17%
41%
-14%
12%
-18%
-119%
-22%
● Analysis of Deviation over 20%
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 2023.
Increase in Non-operating Income and Expenses: The increase was mainly due to higher interest income and share of profits of
subsidiaries and associates in 2023.
Decrease in Other Comprehensive Gain (Loss), Net of Income Tax: The decrease was mainly due to increase in currency exchange
loss arising from translation of foreign operations in 2023.
Decrease in Total Comprehensive Income for the Year: The decrease was mainly due to lower net income in 2023.
● 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.
130
131
6.2.3 Cash Flow
Consolidated
Unit: NT$ thousands
Cash Balance
12/31/2022
Net Cash Provided
by Operating
Activities in 2023
Net Cash Used in
Investing Activities
in 2023
Net Cash
Generated by
Financing Activities
in 2023
Effect of Exchange
Rate Changes on
Cash and Cash
Equivalents in 2023
Cash Balance
12/31/2023
Remedy for Liquidity Shortfall
Investment Plan
Financing Plan
1,342,814,083
1,241,967,347
(906,120,596)
(204,894,252)
(8,338,829)
1,465,427,753
None
None
● Analysis of Cash Flow
NT$1,242.0 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$906.1 billion net cash used in investing activities: primarily for capital expenditures.
NT$204.9 billion net cash used in financing activities: mainly for cash dividend payment, partially offset by issuance of corporate
bonds.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
Unconsolidated
Unit: NT$ thousands
Cash Balance
12/31/2022
Net Cash Provided by
Operating Activities in
2023
Net Cash Used in
Investing Activities in
2023
Net Cash Used in
Financing Activities in
2023
Cash Balance
12/31/2023
Remedy for Liquidity Shortfall
Investment Plan
Financing Plan
628,875,897
1,207,082,903
(588,128,653)
(529,126,435)
718,703,712
None
None
● Analysis of Cash Flow
NT$1,207.1 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$588.1 billion net cash used in investing activities: primarily for capital expenditures.
NT$529.1 billion net cash used in financing activities: mainly for investment in subsidiaries and cash dividend payment, partially
offset by issuance of corporate bonds and hedges of net investments in foreign operations.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
6.2.4 Recent Years Major Capital Expenditures and Impact on Financial and Business
Unit: NT$ 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
2023 and 2022
Actual Use of Capital
2023
2022
2,010,767,157
938,456,321
1,072,310,836
Others
Total
Cash flow generated from operations
21,721,798
11,360,504
10,361,294
2,032,488,955
949,816,825
1,082,672,130
Based on capital expenditures listed above, TSMC’s annual production capacity increased by approximately 0.8 million 12-inch
equivalent wafers in 2023.
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
TSMC’s long-term equity investments, accounted for using the equity method, were all made for strategic purposes. In 2023, the
gains from these investments amounted to NT$4,655,098 thousand on a consolidated basis, down from the previous year mainly
due to decreases 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
辨 識
評 估
回 應
監 控
審 查
風險管理流程
策略風險
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, approved by the Board of Directors and signed by the
Chairman, affirms the commitment to proactive and robust risk management system in assisting TSMC in making well-considered,
風險管理工具
risk-based decisions that fulfill the corporate vision and deliver sustainable value to TSMC and its stakeholders.
關鍵風險指標 / 風險登記冊
財務風險
合規風險
營運風險
具
風
險
意
識
的
文
化
Adhering closely to the ISO 31000: 2018 Risk Management System and the Committee of Sponsoring Organizations of the
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, the
management process that integrates business operations, and tools that facilitate the monitoring of risks, as well as a formalized
* 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
training and communication program in building risk competency and fostering a risk-aware culture, to assist the management in
making informed risk-based decisions while implementing business strategies.
整合式風險管理IT系統
風險管理職能與溝通
● Enterprise Risk Management Framework
TSMC Enterprise Risk Management Framework
CORPORATE STRATEGY | Technology Leadership, Manufacturing Excellence, Customer Partnership
Board of Directors
Audit and Risk Committee
Management (Note)
Risk Management Policy and Procedures
Identification
Assessment
Response
Monitor
Review
Strategic Risk
Financial Risk
Compliance Risk
Operational Risk
e
r
u
t
l
u
C
e
r
a
w
a
-
k
s
R
i
Risk
Governance
Risk
Management
Process
Key Risk Indicator / Risk Register
Risk
Management Tools
Risk Management Competency and Communication
Integrated Risk Managemet IT System
Note: Includes the Risk Management Steering Committee, Risk Management Executive Council, Risk Management Taskforces, Central Crisis Command Center and Crisis Management Team
* Comprising of Risk Management Steering Committee, Risk Management Executive Council, Risk Management Taskforces,
Central Crisis Command Centre & Crisis Management Team
132
133
Risk Appetite and Risk Management Scope
TSMC has defined its risk appetite in statements that outline the nature and extent of risks that TSMC is willing to take in pursuit of
its business goals:
● 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 an integral part of business operations and managed within the risk tolerance (risk indicators) of the
divisions, of relevant functional units and of the Company itself.
● The Company will not invest or participate in any business activities that exceed its risk tolerance. Specifically, the Company
does not safety related breaches or lapses, non-compliance with laws and regulations, or illegal acts such as fraud, bribery and
corruption.
Following a five-step risk management process – identification, assessment, response, monitoring and review, risks assessments
are performed by key functional units to form an enterprise-level risk map and mitigation plans, which are presented to the Audit
and Risk Committee. This process is supported by ongoing education and awareness efforts in fostering a risk-aware culture and
building risk competencies. TSMC recognizes that its systems and processes provide reasonable but not absolute assurance and
hence continually strives to improve its ability to manage and respond to risks and opportunities that remain relevant and effective.
● TSMC’s Key Risks
Strategic Risks
● Industry developments
● Changes in technology
● Decrease in demand and average selling price
● Competition
● Investment and capacity expansion
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 or highly leveraged investments; lending, endorsements, and guarantees for other parties; and financial
derivative transactions
● Impairment charges
Compliance Risks
● Changes in the government policies and regulatory environment
● Litigation and non-litigation matters
● 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
Operational Risks
● Natural and man-made disasters
● Project management, construction of new fabs
● Sales concentration
● Purchasing concentration
● Intellectual property rights
● Mergers and acquisitions
● IT security
● 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
Risk Management Governance Structure
Risk management at TSMC involves both the Board of Directors and management in an effort to embed sound risk management
practices in business decisions and operations across the Company. The Board of Directors is responsible for the governance of risk
and has authorized the Audit and Risk Committee to review TSMC’s ERM framework. At the managerial level, risk management
governance structure includes Risk Management Steering Committee, Risk Management Executive Council, taskforces and the risk
management division.
Assisting the Audit and Risk Committee in establishing and overseeing a proactive and effective risk management system, the risk
management division works with each function and fab in applying the ERM framework to assess and mitigate risks throughout
TSMC by monitoring, implementing risk related policies and guidelines, as well as taking initiatives to support the implementation of
ERM framework. Every six months, the risk management division reports to the Audit and Risk Committee on TSMC’s key risks and
mitigation efforts. The Audit and Risk Committee’s chairperson then reports to the Board of Directors on the current risk profile and
risk mitigation measures being taken.
● Risk Management Governance Structure
d
r
a
o
B
t
n
e
m
e
g
a
n
a
M
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 responsibility shared by both
management and employees. All employees are required to
be competent and accountable for managing risks related to
their area of responsibility with clear risk ownership. TSMC Risk
Management Academy is set up with the aim to equip and
raise risk competencies for all levels of employees, including
Board of Directors and management in support of an effective
risk-aware culture embedding risk management as part of
performance appraisal process promotes risk accountability
and ownership. The roles and responsibilities of the risk
management governance structure are defined as below:
Risk Management Steering Committee
● Advises the Board in determining overall risk appetite,
tolerance, strategy and resource allocation, taking
into account current and prospective macroeconomic,
technological, regulatory, environmental and social
developments and trends.
● Reviews and oversees the applicability and performances of
the risk management framework, policy and procedures.
● 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.
● Sets the tone toward risk management from the top,
provides sponsorship to initiatives and activities to nurture the
desired risk culture, awareness and capabilities of effectively
and sufficiently managing key risks and new type of risks,
including clarifying risk ownership.
● Ensures that risk management is incorporated into strategic
business development and operational planning, day-to-day
management and decision making.
● Advises the Board on proposed transactions to address
strategic risks and capitalize on opportunities.
Risk Management Executive Council
● Identifies potential and emerging risks that may impact TSMC
in achieving its objectives and/or the continued effectiveness
and efficiency of its business operations.
● Conducts risk assessments, defines mitigation plans, including
incident management plans, provides sponsorship and
allocates sufficient resources to enable timely and effective
mitigation.
● Leads and drives cross-functional taskforces, meetings
or other activities to ensure that risks are adequately and
effectively mitigated, including collaboration with risk
management division and various other parties.
● Defines key risk indicators (KRIs) to proactively monitor risk
dynamics and respond in a timely and effective manner.
● Builds a risk-aware culture and raises risk competency in fabs
and divisions, including but not limited to training, exercises
and continuous improvements.
● 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 and external
reviews.
● Reports to the risk management steering committee on the
progress, effectiveness, and lessons learned, and implements
the decisions made by the committee.
Risk Management Taskforce
● Identifies and assesses potential risks and threats that may
prevent TSMC from achieving its business objectives and
deploys appropriate mitigation measures.
● Plans and executes risk prevention and mitigation in
accordance with various scenarios.
● Organizes and/or participates in cross-functional meetings,
in addressing risks that span multiple disciplines or divisions/
fabs.
● Participates in the implementation and execution of risk
management initiatives and activities.
● Reviews the investigation of major incidents, high-risk events
and major findings raised from internal and external checks
for division. Monitors the effectiveness of action plans.
134
135
Risk Management Division
● Assists the Board in establishing and overseeing a proactive
and effective mechanism of risk management and business
continuity, including risk appetite and tolerance, risk strategy
and management framework, policy, and procedures.
● Strengthens risk culture, awareness, and risk management
capabilities through continuous trainings, communications
and awareness programs.
preparedness. In major incidents or crisis events, the crisis
management guidelines are followed. The Central Crisis
Command Centre (C4), headed by the CEO and comprised of
senior executives across key functions, provides guidance and
decision-making to ensure a constant readiness-to-respond
capability, including timely responses and communication to
key stakeholders.
● Identifies and analyzes the sources and categories of risks to
6.3.2 Strategic Risks
the Company and regularly reviews their relevance.
● Facilitates risk management committees and risk owners
in the implementation of risk management activities and
initiatives to identify and manage risks, including the
review of mitigation plans, business continuity, crisis and
incident management plans; reviews the effectiveness of
risk management activities through documented reports,
management discussions and meetings.
● Coordinates cross-department and cross-functional
interaction and communication of risk management
operations and decisions, including implementing decisions
of Risk Management Steering Committee.
● Consults with management, consultants and peers on best
practices and standards for continuous improvement and
benchmarking.
● 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
and business continuity by following standards that enable
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, cyberattacks,
supply chain disruption, geopolitical tension, sabotage, failure
of critical facilities and equipment, and shortages in the supply
of utilities, such as water, electricity and natural gas that could
disrupt operations.
To mitigate the operational impact 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 emergency responses, crisis
management, business continuity plans to enhance operational
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 customer order
levels 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 is not able 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 if the Company’s
competitors unforeseeably gain sudden access to additional
technologies, TSMC may not be able to provide foundry
services on competitive terms. For example, the global surge
in the development of artificial intelligence (AI) has had
a significant impact on customer demand for advanced
semiconductor chips and the market dynamics in TSMC’s
industry; thus, TSMC’s ability to continuously develop relevant
technologies, products and services to meet these customer
needs will be critical for the Company to effectively compete
in this space. TSMC also believes that the effective use of AI
in its internal operations is important to its long-term success.
As the AI technologies are rapidly evolving, if TSMC is unable
to deploy new AI technologies in its internal operations as
effectively as its competitors, it may hurt the Company’s
competitive position. 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 19-21 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 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, it can’t guarantee that it will not
be susceptible to new and emerging risks and attacks in the
evolving landscape of cybersecurity threats. For example, as
AI continues to evolve, cyber-attackers could also use AI to
develop malicious codes and sophisticated phishing attempts.
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.
TSMC has experienced in the past, and may in the future
be subject to attacks by malicious software. TSMC has
implemented and continually updated rigorous cybersecurity
measures to prevent and minimize harm caused by such
attacks. Such measures include establishing advanced portable
virus scanning tools and new fab tool virus scanning including
internal computer scanning to protect fab equipment,
strengthening GIGAFAB® network architecture and network
controls to prevent computer viruses from spreading among
tools and fabs, installing advanced malware defense solutions
for critical computers, building a defense shield in the Cloud,
including new Cloud solution architecture to secure internet
access, and enhancing Cloud solutions and public website
security policy and framework, adopting advanced solutions
against distributed denial-of-service attacks, 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 risk
reduction, through collaboration, TSMC helps major suppliers
improve their security, shares best practices at industry security
events, and conducts supplier security onsite audits. Moreover,
TSMC has collaborated with the 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 the semiconductor supply chain,
an action that was recognized by a 2023 SEMI International
136
137
Standards award. While these ongoing enhancements further
improve Company’s cybersecurity defense solutions, there can
be no assurance that the Company is immune to cyberattacks.
use applications may increase pricing pressure on components
produced by us, which, in turn, may negatively impact the
Company’s revenue, margin and earnings.
In addition, TSMC employs certain third-party service providers
for itself 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 high performance
computing (“HPC”), smartphones, 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 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
Risks Associated with Competition
The competition in the semiconductor foundry industry
is fierce. 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 or different 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
receive such financial incentives at the levels TSMC anticipates
or at all. Additionally, any financial incentives the Company
receives may be subject to conditions imposed by the grantors,
such as restrictions on the expansion of facilities in foreign
countries of concern and on joint research and technology
licensing efforts with foreign entities of concern on any
technology or product that raises national security concerns,
or the grantors could seek to recover any funds provided to
TSMC, or cancel, reduce or deny TSMC’s requested subsidies or
grants in the future. This could materially increase TSMC’s costs
or otherwise adversely affect its operations.
Moreover, the Company’s competitors may, from time to
time, also decide to undertake aggressive pricing initiatives in
one or several technology nodes. The Company’s competitors
may also compete for its customers who seek to diversify
their supply chains. These competitive activities may decrease
TSMC’s customer base, TSMC’s pricing, or both. If TSMC
is unable to compete effectively with such competitors on
technology, manufacturing capacity, product quality, supply
chain diversification and resilience, and customer satisfaction, it
risks losing customers or business to such 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 2023 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
amendments 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 to collect carbon fees on
direct and indirect emissions from emitters whose emissions
reach certain thresholds. The government will start collecting
carbon fees from 2025 but the rate for such fees has yet to be
determined by the relevant authorities. We could be required
to pay any incurred carbon fees since our emission levels
exceed applicable thresholds pursuant to the current regulatory
requirements, which will 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, supply chain
disruption, geopolitical tensions, cyberattacks, 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 and/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 and cooperating with government
to mitigate water shortage risk. As part of TSMC’s business
continuity plans, measures taken include water conservation
measures, use of alternative water sources. Close monitoring of
water situation including stress testing and exercises are carried
out to validate our response plan.
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 incidents have resulted in interruptions to TSMC’s
operations. Such outages, 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. Moreover, TSMC has encountered and
may continue to encounter increases in the prices of utilities.
For example, effective from April 1, 2024, TSMC is subject to
a higher electricity tariff rate in Taiwan, which is estimated to
increase by 25%, as compared to the tariff rate applicable to
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the Company in 2023. The increased prices for electricity could
increase TSMC’s manufacturing costs and therefore adversely
impact TSMC’s financial results.
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.
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
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 close
reference to 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 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, in Kumamoto, Japan and in Dresden, Germany.
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.
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
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.
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 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, supply chain
disruption, geopolitical tensions, sabotage, failure of critical
facilities and equipment and shortages in the supply of
utilities, such as water, electricity, and natural gas, etc.;
● 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 in creating an inclusive workplace in new sites to
embrace the cultural differences and managing the operation
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.
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 2021,
2022 and 2023 accounted for approximately, 71%, 68% and
70% of TSMC’s net revenue in the respective year. TSMC’s
largest customer in 2021, 2022 and 2023 accounted for 26%,
23% and 25% of the Company’s net revenue in the respective
year. TSMC’s second largest customer in 2021, 2022 and 2023
accounted for 10%, less than 10% and 11% of TSMC’s net
revenue in the respective year.
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 changes in the nature of its customers’ business
models in response to this new business model paradigm. For
example, there is a growing trend among system companies
designing their own semiconductors and working directly with
the semiconductor foundries, which makes their products and
services more marketable in a changing consumer market.
Also, since the global semiconductor industry has become
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 or reduce those customers’ demand for TSMC’s
products and services and thus impact their business operations.
The loss of, or significant curtailment of purchases by, one or
more of the Company’s top customers including curtailments
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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
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 the Company’s 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 costs effectively,
TSMC commits resources toward developing new supply
sources and developing a future capacity plan with qualified
raw material suppliers. Furthermore, the Company continually
encourages its suppliers to reduce their supply chain risk
by decentralizing production plants to improve their cost
competitiveness and to support TSMC global demands in a
timely fashion.
TSMC not only operates world-class manufacturing process
and facilities but needs sufficient world-class high-quality raw
materials. As a result, 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. To streamline supply chain risk, the Company
communicates early on with major material suppliers regarding
quality and capacity topics and has formed a dedicated team
for supplier plant onsite or remote audits 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 also performs supply chain
risk assessments to ensure that critical suppliers meet various
standards in labor, ethics, environmental, safety and health
(ESH) practices and business continuity plans (BCPs).
● Equipment
The Company’s operations and ongoing expansion plans
depend on its ability to obtain necessary equipment and
related services available from a limited number of suppliers. As
a result, TSMC may encounter the situation of limited supply
and/or 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.
To enhance its sourcing capabilities for its global sites, the
company has also taken steps to strengthen its understanding
of local regulations, policies, and supply chains. 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.
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. In June 2023, Daedalus
dropped two of the asserted patents in the ITC. Also in June
2023, Daedalus filed another complaint in the Eastern District
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of Texas alleging that TSMC infringes five U.S. patents. In
September 2023, the ITC granted the parties’ joint motion to
suspend the procedural schedule while the parties finalize the
settlement agreement and then request termination of the
ITC Investigation and related litigations. In October 2023, the
parties jointly requested the ITC to terminate the investigation
and Eastern District of Texas to dismiss the related litigations.
In November 2023, the ITC investigation was terminated and
the related litigations in the Eastern District of Texas were
dismissed.
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 2023 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 services and contributions
of its management team, as well as 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 our products and services. Since there is fierce competition
for talent recruitment, the Company cannot ensure timely
fulfillment of its personnel demand.
In order to reduce the risk of talent recruitment, TSMC
encourages job rotation and employs an on-the-job
training and certification system. In this way, employees
can continuously learn and enhance their work efficiency
and effectiveness in the workplace. Moreover, TSMC creates
multiple recruitment channels and continues to hire diverse
top-notch, talented professionals from Taiwan and overseas.
At the same time, the Company continues to expand
industry-academic cooperation to meet outstanding talent at
an early phase 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
104-105 of this Annual Report.
Changes in Corporate Reputation and Impact on the
Company’s Crisis Management
TSMC has established an excellent reputation worldwide 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 2023, TSMC was honored with numerous awards
and citations for achievements in various areas including
operations, corporate governance, patents, profit growth,
investor relations, environmental protection, and corporate
sustainability. The Company was selected as a part of the Dow
Jones Sustainability World Index for the 23rd consecutive year.
TSMC won first place in CommonWealth magazine’s inaugural
Talent Sustainability award and in the Taiwan Institute for
Sustainable Energy’s Corporate Sustainability award for
2023. The Company was recognized as a Taiwan Top Ten
Sustainability Exemplary in the Corporate Sustainability report,
and for Climate Leadership, Circular Economy Leadership,
Supply Chain Management, Sustainable Water Management
and Information Security Leadership. The Carbon Disclosure
Project chose TSMC as a Supplier Engagement Leader in
2022, ranking in the top 5% of the Taiwan Stock Exchange
corporate governance evaluation. The Company was named a
member of Fortune’s 2023 World’s Most Admired Companies
and the Fortune Global 500; Forbes’s World’s Largest
Technology Companies in 2023; PricewaterhouseCoopers’
Global Top 100 Companies by market capitalization; and the
2023 Carbon Clean 200TM list issued by the media research
company Corporate Knights and the non-profit As You
Sow organization. TSMC was honored to be a part of the
World Benchmarking Alliance’s SDG2000, the 2,000 Most
Influential Companies, and included in Morgan Stanley Capital
International’s All Country World Index ESG Leaders, while
being ranked AAA by MSCI Research in its ESG Indexes.
To promote sustainability, TSMC’s ESG Steering Committee,
led by Chairman Dr. Mark Liu, presented the fourth TSMC ESG
Award in 2023, 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 to 1,880 sustainability proposals in the
third year, the fourth annual ESG Award generated 3,166
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, cyberattacks,
supply chain disruption, pandemics, environmental events, and
utility supply disruption. TSMC practices crisis management,
implements recovery measures to deal with possible crisis
events, maintains a crisis command center for control
guidelines, 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 valid.
In 2023, 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 2023, the Board of TSMC took steps to enhance its
corporate governance by expanding and strengthening the
functions and responsibilities of its committees. The “Audit
Committee” was renamed as the “Audit and Risk Committee”
to assist the Board in overseeing the quality and integrity of
accounting, auditing, reporting, financial control practices,
and risk management structure. TSMC also deepened the
risk management mechanisms of its overseas subsidiaries
by conducting risk management and business continuity
management workshops and incident commander trainings.
Business continuity plans are also rehearsed and validated
through regular exercises to ensure timely and effective
responses. These efforts aim to fortify operational resilience
and raise risk awareness of operational preparedness across
TSMC’s global footprint.
If the above-mentioned crisis occurs, relevant personnel
at TSMC’s headquarters and global operating locations
can deploy comprehensive emergency response measures
to eliminate or minimize the impact on personnel safety,
environment, property and operations. Responders also involve
the public relations division from initial stage to ensure timely,
clear and consistent external communication regarding the
situation.
Risks Associated with Change in Management
In 2023 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, and its failure to
comply with any information and document sharing requests
from the relevant authorities in a timely manner could result in:
● significant penalties and legal liabilities, such as the denial
of import or export permits or third party private lawsuits,
criminal or administrative proceedings;
● the temporary or permanent suspension of production of the
affected products;
● the temporary or permanent inability to procure or use
certain production critical chemicals or materials;
● 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;
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● 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 and air pollution reduction plans; (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, 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 in response 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 158-159 of this Annual Report.
6.3.4 Financial Risks
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
or 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.
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
TSMC’s operating and net income.
● 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. 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 (“FVTOCI”) or amortized cost.
For those fixed income investments classified as financial assets
at FVTOCI, changes in their fair value are recognized through
other comprehensive income; for those classified as financial
assets at amortized cost, changes in their fair value are not
reflected in asset values unless the assets are sold.
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 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.
● 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 2023 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 derivatives contracts, such as
currency forwards or currency swaps, and non-derivative
financial instruments, such as foreign currency denominated
debts, to protect against currency exchange rate risks
associated with non-NT dollar-denominated assets and
liabilities, investments in foreign subsidiaries, 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 dollars on TSMC’s common shares
represented by ADSs.
● Inflation
TSMC is subject to the effects of inflation through increases in
the cost of items such as raw materials and equipment used to
produce its products, wage expenses and employee benefits,
electricity costs, 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 is
eligible for these new incentives pursuant to the R.O.C. Statute
for Industrial Innovation. Further, 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 2023 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
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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 (including without
limitation the export control measures mentioned in the
foregoing paragraph), could increase TSMC’s manufacturing
costs, limit TSMC’s access to certain supplies, make TSMC’s
pricing less competitive, and impact the sales of TSMC or its
customers. In 2023 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 the Company’s
business and operations, and TSMC may incur significant legal
liability and financial losses as a result.
TSMC continues to monitor the recent shifts in trade policies
and measures among the relevant major economies and will
take corresponding responsive actions in accordance with
subsequent developments.
its subsidiaries were solely for TSMC and/or its 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 19-21 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.
In 2020, the U.S. tightened its export control measures against
Huawei Technology Co. Ltd. and its affiliates (collectively,
“Huawei”). To comply with relevant laws and regulations,
TSMC has discontinued shipment of products to Huawei
since September 2020. Since February 2022, there have
been expansive 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 and October 2023, the U.S.
adopted additional export controls over specified countries
(including China) under the U.S. Export Administration
Regulations (“U.S. EAR”) on certain 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
subject to the U.S. EAR where the items are destined to a
semiconductor fabrication facility in China that fabricates
ICs meeting specified advanced node parameters as well
as for U.S. persons’ activities supporting such facility or
semiconductor manufacturing items. In October 2022, the
Company secured a one-year general authorization from
the U.S. government, which allows TSMC to maintain the
Company’s fab’s operations in Nanjing, China. This general
authorization has been renewed and extended to be effective
until May 31, 2024. TSMC is also applying for a Validated
End-User (the “VEU”) authorization for its Nanjing fab,
which, once obtained, would be a permanent authorization
that allows the Company to receive exports of eligible items
from the U.S. without separate licenses. However, there
is no assurance that TSMC will be able to obtain the VEU
authorization for our Nanjing fab or that the obtained general
authorization will not be terminated in the future. 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
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Fab 6
consecutive years.7 Environmental,
Social &
Governance (ESG)
TSMC is the only semiconductor company to be selected as
a component of the Dow Jones Sustainability Indices for 23
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151
7.1 Overview
TSMC actively implements ESG management following three missions: Acting with Integrity, Strengthening Environmental
Protection, and Caring for the Disadvantaged. In so doing, the Company seeks maximum achievements as the leading technology
and capacity provider of the global logic IC industry and strives to establish mutually beneficial interaction with all stakeholders –
employees, shareholders/investors, customers, suppliers/contractors, governments/associations and society as a whole – aiming to
create sustainable value and to be a force for positive change.
Guidance for Implementing – ESG
With the vision of Uplifting Society, TSMC has formulated its ESG Policy as the overarching guiding principle for sustainable
development, in which the ESG Matrix, established by the Company’s founder Dr. Morris Chang, clearly defines the scope of its
ESG responsibilities. TSMC strives to carry out its ESG commitment in seven areas: 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, generating good shareholder return, employee work-life balance, encouraging
innovation and a good work environment. TSMC also advances ESG through its Charity Foundation and Education and Culture
Foundation to fulfill corporate citizenship responsibilities.
TSMC ESG Matrix
TSMC
Integrity
Law Compliance
Anti-Corruption
Anti-Bribery
Anti-Cronyism
Environmental Protection
Climate Control
Energy Conservation
Corporate Governance
Provide Well-Paying Jobs
Good Shareholder Return
Employees’ Work-Life Balance
Encourage Innovation
Good Work Environment
TSMC Charity Foundation
TSMC Education and Culture Foundation
Society
Morality
Business Ethics
Economy
Rule of Law
Sustainability
Work/Life
Balance
Happiness
Philanthropy
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
ESG Management
TSMC has established the ESG Steering Committee as the highest level of ESG decision-making, chaired by the Company’s
Chairman, while the Chairperson of the ESG Committee serves as executive secretary, and other members are senior executives from
a wide variety of functions. All work together to examine material ESG issues in relation to the Company’s operations, set the short-,
medium- and long-term strategic directions that link to the UN’s Sustainable Development Goals (SDGs).
The ESG Committee functions to coordinate and integrate resources, and facilitate communication among various 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’ concerns. Task forces are formed to address various issues and frame adaptive strategies, goals and action
plans. The ESG Committee holds quarterly meetings to track progress and ensure the strategies are implemented effectively in
daily operations. At the same time, every quarter the chairperson of the ESG Committee reports on the implementation of plans
and results to the Board of Directors/Nominating, Corporate Governance and Sustainability Committee, under whose supervision
the ESG Committee continues to improve TSMC’s sustainability management policies, strategies, and goal setting and deepen
sustainable development.
In 2023, TSMC focused primarily on green manufacturing and supply chain management (including net zero emissions, renewable
energy access and use, biodiversity strategy, and low-carbon value chain management), diverse and inclusive workplace, and talent
development (including a series of activities promoting diversity and inclusion, conducting human rights due diligence, deepening
high school students’ science, technology, engineering, and mathematics (STEM) programs), and public welfare investments such
as the Public Welfare Green Energy Project. TSMC also planned and oversaw ESG budgets for 2023 and 2024. The Company uses
sustainability reports as an ESG management tool and updates themed reports such as the Climate and Nature Report, the UN’s
SDG Action Report, and the Materiality Analysis Report. In June 2024, TSMC will release its first Sustainability Impact Valuation
Report, which includes social impact and environmental profit and loss analysis, and Human Rights Report to further expand
sustainability transparency and drive towards a better future.
Stakeholder Engagement
TSMC respects all stakeholders’ rights and interests in sustainability issues and aims to foster interaction through diverse
communication platforms. These channels include a dedicated ESG website, ESG mailbox, Investor mailbox, Employee Feedback
Channels, Irregular Business Conduct Reporting System, and the Supply Chain Worker Grievance Channel. TSMC systematically
manages and addresses stakeholders’ concerns through identification, prioritization, and validation.
Stakeholders and Communication Channels in 2023
Stakeholders
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government/Industry Associations
Society
Communication Channels
● Employee Opinion Survey on Company Core Values, Employee Engagement Survey
● Employee trainings
● Silicon Garden Meeting (labor-management meeting)
● Communication meetings for various levels of managers and employees; e.g. the executives communication meeting, skip levels and communication meeting in
individual functions or divisions
● Human Resources Business Partner Team
● Ombudsman system, whistleblower reporting system, irregular business conduct reporting system, and sexual harassment investigation committee
● Corporate intranet (myTSMC), internal emails, and other announcement channels (such as promotion posters at facilities), TSMC eSilicon Garden Stories
● Employee suggestion channels, such as the Fab Caring Circle, Employee Opinion Box, Wellness Center, wellness website, employee PIP & IT Security mailbox and
hotline, etc.
● Annual general shareholders’ meeting
● Annual Reports, Sustainability Reports, Theme Reports (UN SDGs Action Reports, Materiality Analysis Reports, Sustainability Impact Valuation Report, Climate and
Nature Report, Human Rights Report), and Form 20-F with the U.S. Securities and Exchange Commission
● Quarterly earnings conference
● Domestic and overseas broker conference
● Face-to-face meetings, video conference calls and telephone conference calls
● Major announcements on the Market Observation Post System, and corporate press releases on the Company’s website
● Customer satisfaction survey
● Business and technology assessment
● Customer meetings
● Customer visits/audits
● Supplier Code of Conduct promotion
● Supplier Sustainability Management Self-Assessment Questionnaire (SAQ)
● Supply chain environment, safety and health training
● Sustainable Supply Chain Environment, Safety and Health Forum
● Carbon reduction follow-up meeting with major emission contributors
● Supplier meetings
● On-site support and audit
● Supply Chain Employee Grievance Channel
● Supply Online 360 Global Responsible Supply Chain Platform
● Industry association communication platform
● Official correspondence and visits
● Offer industry experience and advice, and keynote speech
● Conferences (e.g., briefings, public hearings, symposia, seminars, meetups)
● Volunteer activities and services, volunteer cadre meetings
● Project collaboration and visit
● Sponsorship of charity projects and educational projects
● “Sending Love” charity platform
● TSMC Education and Culture Foundation and TSMC Charity Foundation websites
● ESG website, ESG Newsletter, ESG mailbox and social media (Facebook and LinkedIn)
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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 and 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
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
Cultivating 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
154
TSMC demonstrated its commitment to sustainable development by publishing a non-financial annual report for the 25th
consecutive year and engaging diverse stakeholders in daily operations. Based on the five ESG directions of Drive Green
Manufacturing, Build a Responsible Supply Chain, Create a Diverse and Inclusive Workplace, Develop Talent, and Care for the
Disadvantaged, TSMC continued to develop more sustainable innovation models. The Company conducted a materiality analysis in
line with GRI 3: Material Topics 2021 from the GRI Universal Standards 2021 released in October 2021 by the Global Sustainability
Standards Board (GSSB), incorporated the spirit of its risk management policy, and identified ESG issues of significant impact on its
operations and potential challenges that need to be addressed at its Taiwan facilities (headquarters, wafer fabs, backend packaging
fabs, and testing fabs), TSMC China, TSMC Nanjing, TSMC Arizona, TSMC Washington, LLC, Japan Advanced Semiconductor
Manufacturing, Inc., VisEra and other subsidiaries. This process has helped calibrate the Company’s sustainable strategy, set goals,
implement risk mitigation measures, enhance operational resilience, and deepen its sustainable development capacity. The TSMC
sustainability report incorporates the following: the GRI Standards, Task Force on Climate-related Financial Disclosures (TCFD)
Recommendations, Taskforce on Nature-related Financial Disclosures (TNFD) Recommendations, Sustainability Accounting Standards
Board (SASB) Standards, AA1000 Accountability Principles. TSMC received assurance from the DNV Business Assurance Co. Ltd. that
the Company is in compliance with DNV VeriSustainTM Protocol, the GRI standards, SASB Standards, and the TCFD framework.
As the only semiconductor company selected for the Dow Jones Sustainability World Indices for the past 23 consecutive years,
TSMC actively fulfills its corporate citizenship responsibilities and responds to the UN SDGs by setting long-term goals for 2030
and implementing corresponding actions. 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, TSMC strengthens resource linkage and overall value chain influence, driving substantial positive change and building
a better future for all.
2023 ESG Awards and Ratings
Category
Overall ESG
Organization
Awards and Ratings
Dow Jones Sustainability Indices (DJSI)
● Dow Jones Sustainability World Index for the 23rd consecutive year
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
World Benchmarking Alliance (WBA)
● SDG2000 – The 2,000 Most Influential Companies
S&P Global
● The Sustainability Yearbook Award 2023 – Top 10% S&P Global ESG Score
Taiwan Institute for Sustainable Energy
● Taiwan Top 10 Sustainability Exemplary Awards for the 8th consecutive year
● Corporate Sustainability Report Awards
● Circular Economy Leadership Awards
● Information Security Leadership Awards
● Supply Chain Leadership Awards
● Sustainable Water Management Leadership Awards
● Climate Leadership Awards
Morningstar
● The Best Sustainable Companies to Own in 2023
The Financial Times and Statista
● Asia-Pacific Climate Leaders 2023
(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
● Best Company Board (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
IFI Claims Patent Services
● Ranked as 3rd in 2023 Top 50 US Patent Assignees
Forbes
FutureBrand Index
FORTUNE
Brand Finance
Asiamoney
Business Today
● The World’s Top 10 Largest Technology Companies in 2023
● Global 2000
● FutureBrand Index component
● 2023 World’s Most Admired Companies
● Fortune Global 500
● Brand Finance Global 500
● Overall Outstanding Companies by market
● 2023 Asia’s Outstanding Companies – Semiconductors & Semiconductor Equipment Sector for the 6th consecutive year
● Top 1,000 Enterprises in Taiwan, Hong Kong and Mainland China
Taiwan Stock Exchange
PricewaterhouseCoopers
● Top 5% in Corporate Governance Evaluation of Listed Companies for the 9th consecutive year
● Global Top 100 Companies by Market Capitalization for the 11th consecutive year
R.O.C. Ministry of Economic Affairs Intellectual
Property Office
● Ranked No.1 in Taiwan Patent Applications for the 8th consecutive year
● Ranked No.1 in Taiwan Patent Grants for the 4th consecutive year
Germany Federal Office for Information Security
● Common Criteria, ISO/IEC 15408- EAL6 Site Certification – Fab 18A, Fab 18B, AP6, Fab 14A, Fab 14B
Corporate Synergy Development Center
● Taiwan Continuous Improvement Award – Gold Tower Award – Fab 3 & EBO, Fab 8, Fab 14A, Fab 15B, Fab 18A, IMC
● Taiwan Continuous Improvement Award – Silver Tower Award – Fab 2 & Fab 5, CPO, ACCT
● Taiwan Continuous Improvement Award – Fab 3, EBO, IMC
Clarivate
LexisNexis
● 2023 Top 100 Global Innovators
● Innovation Momentum 2023: The Global Top 100
Environment, Safety and Health
Corporate Knights & As You Sow
● 2023 Carbon Clean 200TM List
CDP
● Climate Change B Ratings
● Water Security A- Ratings
● Supplier Engagement B Rating
Alliance for Water Stewardship, AWS
U.S. Green Building Council
● “Platinum” Class Certification for the 4th consecutive year – Fab 5, Fab 6, Fab 12A, Fab 12B, Fab 14P5, Fab 14P6, Fab
14P7, Fab 15A, Fab 15B, AP3
● Leadership in Energy and Environmental Design (LEED) – “Gold” Class Certification – Fab 18P4 Office, Fab 18P6 & P7
Manufacturing Facility, Fab 12P8 Manufacturing Facility
UL Solutions
● Platinum Rating for UL 2799 Waste Recycling Standard
Ministry of Environment, R.O.C.
● National Enterprise Environmental Protection Award – Fab 8, Fab 14B, Fab 15B, VisEra
● Green Chemistry Application and Innovation Award – Fab 14B, Fab 18P1, AP3
Society
Forbes
● 2023 World’s Best Employers
Occupational Safety and Health Administration,
Ministry of Labor, R.O.C.
● National Occupational Safety and Health Award – Enterprise Benchmarking Award for the 2nd consecutive year
CommonWealth Magazine
● Talent Sustainability 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 subsidiary fabs
in Taiwan have each been certified by the Taiwan Occupational Safety and Health Management System (TOSHMS). All the above
certifications are maintained and valid. Per TSMC policy, all new
facilities are required to attain the aforementioned certifications
within 18 months after receiving their facility operating license.
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 have maintained validity since 2007. Through
the establishment of QC 080000, TSMC ensures that its
products comply with customer requirements and international
regulations 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 the
use in 2016. In 2023, TSMC continued to further reduce NMP
usage in its subsidiary fabs and expected to complete process
replacement in 2024.
In 2011, TSMC began implementing the ISO 50001 energy
management system for continuous improvement in
energy conservation. In 2022, all TSMC and its subsidiaries’
manufacturing facilities had received ISO 50001 Energy
Management System certification and has maintained the
certification validity until now except for TSMC Washington.
TSMC Washington in the U.S. plans to receive this certification
in 2024.
Aiming to establish the healthiest possible workplace, in 2017
TSMC formed a corporate-level health promotion committee
led by executives at the vice president level to address on an
ad-hoc basis occupational disease cases or other health 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 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 that 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
additional instruction for suppliers with subpar performance.
Strengthening the professional capabilities of suppliers in
environmental protection, safety and health, fire response,
and carbon inventory were key focuses in 2023. To achieve the
goal, the Company held the environmental protection, safety
and health workshops (57 participants from 52 suppliers),
fire emergency response workshops (60 participants from
51 suppliers), supplier carbon inventory workshops (28
participants from 24 suppliers) and environmental protection,
safety and health workshops for suppliers’ senior managers (29
participants from 17 suppliers). In addition, for the past eight
years suppliers have been invited to observe TSMC’s annual
emergency response drills (accumulated 195 participants from
190 suppliers) and the Company’s environmental, safety and
health sustainability forum focused on successful case sharing
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(359 participants from 117 suppliers). TSMC also conducts environmental, safety and health audits at supplier 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 management targets based on
the results identified.
Management Structure of TSMC Climate-related Risks and Opportunities
Category
Governance
Management Strategy and Actions
Board of Directors periodically reviews climate change related risks and opportunities
● ESG Steering Committee: TSMC’s top organization in climate change management. Chaired by the Chairman of TSMC with the chairperson of the ESG Committee serving as
executive secretary. The Committee reviews TSMC’s climate change strategies and goals every quarter and reports to the Board of Directors.
● Energy Saving and Carbon Reduction Committee: The Company’s management organization for taking action on climate change risk and opportunity. It is chaired by the Vice
President of Fab Operations. Every quarter, this Committee formulates management plans, reviews implementation status, and discusses future plans.
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
Through communication and coaching, enhance suppliers’ climate risk awareness and response capabilities, and cooperate with suppliers to actively develop and implement specific
carbon reduction actions
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 said targets
Financial Impact Analysis and Response of Climate Risks and Opportunities
Climate Risks
Potential Financial Impact
Climate Opportunities
Potential Financial Impact
2023 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
Use reclaimed water
Satisfy customers’ needs for
energy-saving products and
increase revenue
Smooth construction of
advanced production lines
● Entered into power purchasing agreements for renewable
energy totaling 3.1GW
● Used 2,590 GWh in renewable energy, and increased the
proportion of renewable energy use to 11.2%
● Achieved 100% renewable energy used in overseas
subsidiaries and offices for the sixth consecutive year
● Purchased 284 thousand tons of carbon credits to achieve
net zero emissions of overseas plants
● Received carbon credit for fluorinated-GHG and nitrous
oxide reduction offset project about 600 thousand tons
● 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
● Consumed reclaimed water 12.61 million cubic meter/year
Commitment of
Environmental Impact
Assessment (EIA)
The development of advanced
technologies potentially hampered
by inability to obtain renewable
energy and reclaimed water
Uncertainty of
Development of New
Energy Saving Technology
Rising electricity consumption in
advanced technology production
lines increases production costs
Construct green buildings
Reduce utility costs
● Received five green building certifications
(Continued)
Climate Risks
Potential Financial Impact
Climate Opportunities
Potential Financial Impact
2023 Actions
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
● Led the industry as the only semiconductor company
chosen for the Dow Jones Sustainability Indices (DJSI) for
the 23rd consecutive year
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
● Raised the building base of Fab 18 Phase 8 and Fab 14
Phase 8 two meters higher
● Fab 18 Phase 8 and Fab 14 Phase 8 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
Rising Temperatures
Increase in electricity consumption,
cost, and carbon emissions
Strive for low-carbon, green
manufacturing
Save energy and cut costs
● Conserved 830 GWh of electricity through energy-saving
projects
Greenhouse Gas (GHG) Emission Reduction and Energy Management
TSMC remains committed to becoming a global leader in green manufacturing. 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.
The Company actively participates in the initiatives of the World Semiconductor Council (WSC), and has leveraged its past experience
to develop best practices, which have been fully adopted and implemented by the Company since 2012, to reduce perfluorinated
compounds (PFC) emissions. In 2013, in accordance with the Ministry of Environment’s regulation Early Actions for Carbon Credit
of Greenhouse Gases Reduction, 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 was
performed 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 19 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 Saving 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 80% 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 3.9 billion kilowatt hours (kWh) of power since 2016. In February 2023, Taiwan renamed the “Greenhouse
Gas Reduction and Management Act” to the “Climate Change Response Act” and amended the provisions. Relevant laws and
regulations are being formulated. TSMC will continue to monitor and evaluate the potential impact on the Company, so as to
respond early.
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Since 2018, TSMC began to aggressively negotiate the purchase of renewable energy with suppliers in Taiwan. Targeting a
long-term commitment of 100% renewable energy, TSMC has committed to achieving 60% 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 net zero emissions in 2023 again. 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. In the hope that the collaboration would speed up renewable energy development in
Taiwan, the Company has made recommendations to the government. TSMC continues to find renewable energy. By the end of
2023, the total installation capacity of renewable energy contracted reached 3.1GW (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 would be 100% supplied from renewable
energy by 2050. In 2023, TSMC further announced the acceleration of the RE100 sustainability process in response to climate
change and mitigation of climate impacts by moving up the original goal from 2050 to 2040.
TSMC GHG Reduction Target and Achievement Status
Strategy
2030 Goal
2023 Target and Achievement
Achievement Status
Continue to use best available technology to
reduce GHG emissions 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: 2020)
Reduced GHG emissions per unit product (metric
ton of carbon dioxide equivalent (MTCO2e)/12-
inch equivalent wafer mask layer) increased by
31% (Target: -9%)
Unachieved (Note)
Note: Due to the impact of the global economic cycle, the overall production capacity of TSMC in 2023 did not meet expectations, resulting in an increase in unit product GHG emission and failure to achieve the annual
target. Therefore, TSMC will continue to implement energy saving and carbon reduction related actions.
Air and Water Pollution Control
The Company has installed air and water pollution control equipment in each fab to meet regulatory emissions requirements. In
addition, TSMC maintains backup pollution control systems, including emergency power supplies, to mitigate 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.
To further enhance water resources management, TSMC has adopted and followed the Alliance for Water Stewardship (AWS)
standard, the sustainable water management standard. In 2022, TSMC AWS certified fabs (Note) in Taiwan's three science parks
including Hsinchu, Central Taiwan and Southern Taiwan obtained AWS Platinum certification – the highest level available and it has
maintained it platinum-level certification in subsequent years.
Furthermore, the Company has upgraded the internal water platform (Water Map) to diverse water supply integration platform.
In addition to improving use interface, the platform also includes diverse water use information like reclaimed water quality and
quantity to fully grasp and manage the usage of water within the fab from all aspects, not only continuously tracks water reservoir
capacity but also monitors in-house water quality and quantity. Based on the water balance diagram, it further integrates the
water usage flow, flow rate, and recycling mechanisms to calculate the recovery rate, discharge rate, and water usage of each unit
to improve water recycling rate. In 2023, TSMC continued to implement four major water saving measures: improving the water
production rate of the system, reducing facility system water consumption, increasing the wastewater recycling of facilities, and
decreasing water discharge loss from the system, and the overall system has increased recycled water use by 4.28 million cubic
meters.
Note: TSMC AWS certified fabs include Advanced Backend Fab 3, Fab 5, Fab 12A/B, Fab 15A/B, Fab 6, Fab 14B and Fab 14 Phase 7, covering the watersheds of all the fab locations across the Hsinchu, Central Taiwan
and Southern Taiwan Science Park.
The goal of water management at TSMC is to optimize
utilization of every drop of water. In addition to positively
implementing process water-saving measures, TSMC
collaborates with industrial, governmental, and academic
organizations to invest in the development of water
reclamation technology. Through participation in the
professional committee activities of the Taiwan Science Park
Association, TSMC shares water-saving experiences and
professional knowledge with semiconductor industry peers
to achieve the common goal of the entire park and ensure
long-term water resource supply-demand balance. In order
to further circulate the use of water resources and support
the government’s promotion of reclaimed water policy, TSMC
launched the Southern Taiwan Science Park Reclaimed Water
Plant operation in September 2022, the first private water
reclamation plant in Taiwan, and introduced reclaimed water
into the semiconductor manufacturing process. In addition to
reclaimed water supplied by TSMC’s Southern Taiwan Science
Park Reclaimed Water Plant, TSMC’s fabs in Southern Taiwan
Science Park started using reclaimed water supplied by the
Yongkang reclaimed water plant and the Anping reclaimed
water plant when they started up in later 2022 and early 2023
respectively. The supply of above reclaimed water exceeded
62.5 thousand cubic meters per day in 2023. By the end of
2023, 1.261 million cubic meters of reclaimed water had been
used in the semiconductor manufacturing process in TSMC’s
Tainan fabs, helping the Tainan fabs reduce city water usage
by 21% and TSMC reach the replacement rate of reclaimed
water up to 12%. TSMC commits to continuing to increase the
utilization of reclaimed water in newly constructed fabs in the
future.
TSMC Water Usage in Recent Two Years
Year
2023
2022
Total Water Usage (m3)
(Note 1)
Unit Product Water Usage
(L/12-inch wafer-e-layer)
113,610,463
104,681,272
176.4
137.3
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)
2023 Target and
Achievement
Achievement
Status
Increased unit water
consumption by
25.24% (Target: -2.7%)
Unachieved
(Note 2)
Note 1: Includes TSMC fabs in Taiwan and subsidiaries total use of city water and reclaimed water.
Note 2: Due to the impact of the global economic cycle, the overall production capacity of TSMC in
2023 did not meet expectations, resulting in an increase in unit product water consumption and
failure to achieve the annual target. Therefore, TSMC will continue to implement process water
saving and the use of reclaimed water.
Waste Management and Recycling
In recent years, as TSMC continued to develop advanced
processes and expand capacity rapidly both at home 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 the least desirable final option. In 2017, TSMC amended
its articles of incorporation to add four business items for
chemical materials to enhance waste process flow and reduce
risks of improper waste disposal by commissioned agencies.
It also set up onsite resource activation facilities to convert
waste resources produced during manufacturing process into
products to be used onsite or to sell to other industries. TSMC
recycled copper sulfate waste, cobalt-containing liquid waste,
sulfuric acid waste and ammonium sulfate waste, all of which
were regenerated into products. The Company also developed
a system of cryolite synthesis whereby hydrogen fluoride (HF)
waste is recycled and regenerated into raw material that can be
used in other industries. As a result, the Company has become
a leader in waste resources regeneration. At the same time,
TSMC’s fabs in Taiwan achieved a 95% waste recycling rate for
the ninth consecutive year, with a landfill rate below 1% for
the 14th consecutive year. Furthermore, TSMC’s Taiwan fabs
became the first semiconductor facilities in the world to jointly
obtain the highest platinum rating for UL 2799 certification
in 2023. This achievement builds on the success of TSMC’s
Fab 12 Phase 1 and Phase 2 in gaining the UL 2799 platinum
certification in 2021. TSMC will continue to strive towards its
goal of net-zero emission by 2050 reaffirming its commitment
to the SDG 12.
TSMC Waste Quantity and Outsourced Unit Waste
Disposal in Recent Two Years (Note 1)
Year
2023
2022
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)
285,605
342,804
371,236
401,215
1.17
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
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TSMC Waste Reduction Target and Achievement Status
Strategy
2030 Goal
2023 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 1.17
(kg/12-inch equivalent wafer mask layer) (Target:
≦0.98%)
Unachieved (Note)
Note: The main reason was production decreased while waste generation did not decrease proportionally.
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 are certified and have required
permits. TSMC regularly checks the onsite operational status, disposal declaration forms, operational records, etc., to compare
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, in 2022 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. As of 2023, 29% of
waste treatment vendors have instituted S.W.I.F.T. and TSMC intends to roll it out to all waste treatment vendors in 2030. Using AI
technology in lieu of in-person on-site spot checks increases inspection efficiency 65-fold and reduces manual inspection by 13,000
hours each year. In addition, TSMC 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 calculates and 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 as well as savings from major environmental projects. In 2023, the total
benefits of environmental protection programs of TSMC fabs including waste recycling exceeded NT$3,160 million.
2023 Environmental Cost of TSMC Fabs in Taiwan
Unit: NT$ 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 employee environmental 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
12,527,395
-
-
1,405,002
3,844,746
751,872
21,936,725
7,322,372
3,370,600
3,962,322
-
1,137,685
-
-
18,529,015
37,729,703
2023 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
1,326,241
53,419
1,127,000
656,000
3,162,660
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
compared to conventional designs. The Company has also continued to upgrade existing office buildings to comply with the LEED
standard each year. From 2008 to 2023, 44 of TSMC’s fabs and office buildings achieved LEED certifications: three platinum and
41 gold. During this time, the Company also received six Taiwan Intelligent Building diamond-class certifications and 29 Taiwan
ecology, energy saving, waste reduction and health (EEWH) certifications: 21 diamond, six 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 2023 and is the most awarded company of this label in Taiwan.
Environmental Audit Results in Violation of Environmental Regulations
In 2023 and as of the date of this Annual Report, TSMC has had no environmental regulation violations.
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, smarter 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 additional 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. The Company 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. Continuously Drive Technology to Reduce Power Consumption and Save Resources
● To play its part in achieving sustainability, TSMC continues to drive the development of advanced semiconductor process
technologies to help customers create more advanced, energy-efficient and environmentally friendly products. In each new
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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
4kWh of energy for each 1kWh 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 of 7nm
and technologies beyond grew significantly from 9% in
2018 to 58% in 2023. TSMC’s objective is to continue R&D
investment and increase wafer revenue contribution in 7nm
and technologies beyond, helping the Company achieve both
profitable growth and sustainability.
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)
TSMC Wafer Revenue Contribution from 7nm and Technologies
re-aligned.
Beyond
Note: The logic chip/SRAM/IO (input/output) ratio, which affects die size and power consumption, was
2018
9%
2019
27%
2020
41%
2021
50%
2022
53%
2023
58%
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.
2. Provide Customers Leading Power Management IC
Processes 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 its 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 smart wearable, smart home, health
care and smart city for IoT products, TSMC continues to
invest in expanding and enhancing its ultra-low power
processes. The Company provides industry’s leading and
most comprehensive ULP technology platform to support
various smart edge devices, including smart watches,
hearing aids, pacemakers, continuous glucose monitoring
(CGM) devices, environment monitoring, and smart grid
infrastructure. 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 2023 through TSMC’s green manufacturing, see
“Environmental Accounting“ on page 162-163 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), ultra-wide band (UWB), 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 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 between recharges; 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
communications, 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.
As an example, TSMC customers introduced the latest
automotive CIS products for car safety systems in 2023,
which makes the advanced driver assistance systems (ADAS)
and autonomous driving systems smarter and safer. In
addition, adopting TSMC’s innovative MEMS technology,
TSMC customers successfully introduced next-generation
MEMS speakers, featuring smaller form factor and better
high frequency response. These features further improve user
experience by enabling more flexible industry design, bigger
battery space and closer to natural sound quality for hearing
aid and consumer grade hearing assistance devices.
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7.2.3 Safety and Health
Safety and Health Management
TSMC’s safety and health management complies 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, including TSMC Arizona, Japan Advanced
Semiconductor Manufacturing, Inc. (JASM), are required to
receive aforementioned certifications within 18 months upon
receiving facility license per TSMC’s internal policy.
In addition to 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 the potential risk in operating 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 48 occupational injuries at TSMC in 2023,
involving 48 people, representing approximately 0.07% of the
total number of employees. The disabling injury frequency
rate (FR) was 0.35, under the 0.4 target, and the disability
injury severity rate (SR) was 4, not meeting the target of less
than 4. TSMC is reviewing potential improvement measures,
such as the promotion of safety culture-related posters or
animations to strengthen employee safety awareness. By
implementing interactive communication training courses on
safety culture, TSMC can integrate safety into daily life and
encourage employees to proactively discuss safety-related
issues. To reduce sports injuries, it is mandatory for the welfare
committee and departments to conduct risk identification
and hazard reminders before organizing sports activities. The
Company continuously observes operations and conducts
compliance inspections to identify potential injury risks in the
workplace and implement improvement measures to enhance
workplace safety. 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
while at 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 cumulative physical injury 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 tool 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, use and disposal. A total of 417 cases
of new tools and chemical substances were approved by the
new tool and new chemical review committee in 2023 after
they were evaluated and reviewed in accordance with the
aforementioned standards and 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 Recent Two Years
Year
2023
2022
Total Number of Employees Who Have Completed
Safety-related Training
297,403
271,702
● Working Environment Hazardous Factors Management
TSMC conducts workplace hazard assessments to provide a
comfortable, safe workplace for 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
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 they begin working or
providing any services there.
3. Strengthening management of chemicals with significant
health risks: request suppliers that all materials they provide
to TSMC 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 on 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 2023, the Company held 132
evacuation drills and 36 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
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to emergencies so that losses can be minimized in the event
of a real disaster. In 2020, TSMC took the lead in the industry
to introduce the all-hazard approach as 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 2023, in addition to 644 sessions
of tabletop exercises, 91 full-scale exercises had also been
completed.
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 COVID-19 from 2019 to 2023, TSMC
followed the Taiwan CDC’s (Center 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, 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. For example during the COVID-19 outbreak, in
order to protect the health of TSMC employees, their families,
and work partners, employees were encouraged to be fully
vaccinated if in healthy condition. In addition, TSMC reviewed
the situation from time to time and formulated appropriate
preventive measures such as daily body temperature checks
and updated vaccination information before entering Company
facilities and continued 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 2023,
planned personal health management activities included: (1)
497 female employees participated in the maternal health
program, and the completion rate was 100%. 496 of them
were at first degree risk, where there was no potential harm
to the mother or infant. One female employee 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 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 2,830 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) 170 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
2023, 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 (5,782 participants;
total weight loss reached 5,263 kg),TSMC conducted a series
of online interactive activities including: (a) Fourteen sessions
of “Health Lecture Online” with 7,142 attendees in total; (b)
Nine health workshops with a total of 238 person-times; (c)
Activities of World Mental Health Day with a total of 2,189
attendees. The above activities have all received positive
feedback from employees. In the future, the Company will
continue to implement relevant promotional activities to take
care of the health of employees.
training and hopes to establish a world-class semiconductor
supply chain that exceeds international standards and serves as
a global benchmark.
7.2.4 Supplier Management
Management Aspect
For better supply chain management, TSMC is committed
to communicating with and encouraging its suppliers and
contractors to increase their quality, cost effectiveness and
delivery performance, and make continuous improvement in
supply chain sustainability. 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 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.
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
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 ensure procurement of 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 RBA and the Global
e-Sustainability Initiative (GeSI). As a member of RBA, TSMC
requires suppliers source conflict-free minerals through their
jointly developed Responsible Minerals Initiative (RMI). Since
2011, TSMC has asked its suppliers to disclose and make timely
updates on smelters information. The Company encourages
suppliers to source minerals from facilities or smelters that have
received a “conformant” designation by a recognized industry
group (such as the RMI) and also requires those who have not
received such designation to become compliant with RMI 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://investor.tsmc.com/english/sec-filings)
7.3 TSMC Education and Culture Foundation
In 2023, the TSMC Education and Culture Foundation focused
on three major areas: cultivation of the younger generation,
educational collaboration, and promoting arts and culture.
In order to meet these objectives, the Foundation committed
NT$99 million to work towards achieving three of the United
Nations 17 sustainable development goals (SDGs): SDG
4 Quality Education, SDG 5 Gender Equality, and SDG 11
Sustainable Cities and Communities. Foundation activities
included organizing trips to science and arts museums
for students from rural areas to broaden their horizon,
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empowering teachers in rural areas to elevate students’
literacy, and hosting popular science camps for young women
from senior high school so as to spark their interest in STEM
fields. In doing so, the Foundation contributed to sustainable
development and created a positive impact on our society.
Create Diverse Platforms, Encourage the Young to
Explore More Opportunities
The TSMC Education and Culture Foundation has long
dedicated itself to young people’s development. Hence the
Foundation regularly organizes science and humanity learning
platforms in the various forms of competitions, camps and
lectures to spark young students’ interest in the humanities and
science. The Foundation joins forces with several educational
institutes and media outlets to tap into great potential of the
younger generation.
For the eighth TSMC Udreamer, themed “sowing a seed
of dreams,” the Foundation held a special exhibition that
combined the dream-building journey of popular science writer
Rui-Ming Wang (Fat Fat Tree) and organized events such as a
guided ecological tour of the Botanical Garden, lectures and
fairs as a way to inspire the younger generation to pursue
their dreams. More than 5,000 person-times participated in
this series of events reaching a historical high. In addition the
Foundation launched the TSMC Udreamer mentorship program
whereby 15 TSMC employees joined the mentorship effort to
accompany competition teams along their nine-month journey
of a dream-building project through professional training
workshops and regular experience sharing to help the students
be connected with the society and fully realize their potential
through a multi-dimensional educational philosophy and
design.
For artistic education to take root in children at an early age,
the Foundation teamed up with the Sun Yun-Suan Foundation
and the Mandarin Daily News to organize the first TSMC
Penmanship Competition, thereby encouraging students to
understand the beautiful lines embedded in Chinese characters
by utilizing tools found in everyday life and to further
enhance their own sense of beauty. The first competition
was well-received and drew 4,824 entries. In addition to the
Penmanship Competition, the Foundation continued to further
develop the art of Chinese calligraphy and seal-carving. The
16th TSMC Youth Calligraphy and Seal-Carving Competition
drew its inspiration from calligraphic characters seen in
everyday life on billboards and signboards in the streets,
urging the public to observe and appreciate Taiwan’s unique
signboards in Chinese characters. The Foundation invited
two artists, Jun-Lin Ye and Liang-Zhi Ke, for a face-to-face
conversation to share their knowledge of font design and
calligraphy. The two artists also discussed the information
embedded in and aestheticism conveyed through the Chinese
characters on signboards. Their talks addressed the essence
and beauty of the art of Chinese characters, increasing the
public’s knowledge of and interest in the arts of calligraphy
and seal-carving.
The TSMC Youth Literature Award, co-organized by TSMC
Education and Culture Foundation and the United Daily,
celebrated its 20th anniversary in 2023 and received 13,752
entries. As part of the celebration, the Foundation also held
three special literary events: Online Book Exhibitions of Past
Award Winners, Risingsun Awards, and Documentary of
Portraits of TSMC Youth Literary Writers. The Risingsun Awards
grants its award to the most representative works of fiction,
essays and contemporary poems as selected by a panel of
judges of writers, Wen-Yin Zhong, Yu-Hui Liao and Wen-Wei
Xu, from the published works of former TSMC Youth Literature
Award winners and upcoming literary stars, which included
22 novels, 15 essays and 17 contemporary poems. The final
Risingsun Awards were granted to the tenth award winner
Zhen-Fu Xu, the first award winner Jie-An Chen, and the third
award winner Zi-Xuan Zhuang. Judging from the list of the
winners, it can be said that the literary seeds sown by the
TSMC Youth Literature Award over the past 20 years are now
growing into a flourishing garden of literature.
Apart from the humanities, TSMC Education and Culture
Foundation has long promoted popular science education,
sponsoring a wide range of science competitions and camps.
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, which included two events: competition for
expressing scientific innovation and essay awards on reading
popular science books, which aim to encourage young
students to read popular science books and watch related
videos. The events hope to enhance students’ capacity to
convey scientific knowledge through internalizing skills of
analyzing and discussing science with dialectical logic. The
competition for expressing scientific innovation, expanded its
scope in 2023 and, as a result, not only did students in Taiwan
enter the competition, but teams from as far as Malaysia
also participated. More than 400 people took part in the two
competitions. The Foundation has long funded the three major
science camps for gifted students in Taiwan, Chien-Shiung
Wu science camp, Ta-You Wu science camp and Marie Curie
(formerly Madame Curie) science camp as a way to cultivate
domestic talent in fundamental science. The TSMC Female
Scientists Tour, on the other hand, focused on kindling female
high school seniors’ passion for science. Each year, young
women from 12 senior high schools in Taiwan are invited to
visit science museums, participate in science workshops and
attend talks by female scientists, who can encourage female
students to keep on exploring the STEM fields by relating their
own education and work experience.
Work in Tandem with Educational Partners, Realize
Quality Education
The TSMC Education and Culture Foundation works in tandem
with public and private educational institutions – schools,
NGOs and state-funded arts and educational institutes – to
pool available resources and focus on the real needs of the
society so as to reach those who need but have no accessible
resources and allow quality education to be realized in every
corner of Taiwan.
In 2021 the TSMC Education and Culture Foundation launched
a five-year Teaching & Learning Project, in partnership with
CommonWealth Magazine Education Foundation and Prof.
Hwawei Ko Reading Research Center of National Tsing Hua
University. The project aims to improve the measurement and
evaluation of learning effectiveness through empowering
teachers, to enhance teachers’ literacy teaching capacity
through technological integration, and to assist teachers in
teaching reading comprehension. As the project reached
its third year, the teaching plan was adjusted in accordance
with actual practice so that the project would better fit
the teachers’ needs. In doing so, the Teaching & Learning
Project gradually transformed from a one-way resource into a
two-way communication activity and therefore provided more
solid support for school teachers in rural areas. So far 127
teachers and 1,341 students have participated in the project.
The Foundation also continued its collaboration with Junyi
Academy to develop and promote online courses that cater
to the real needs of teachers and students in rural areas and
narrowing the gap of available sources between the urban
and rural areas. The Foundation also funded scholarships
and sponsored free laptops for 101 outstanding students
from disadvantaged backgrounds at five national universities:
National Central University, National Tsing Hua University,
National Chung Cheng University, National Cheng Kung
University, and National Sun Yat-sen University so that students
from disadvantaged backgrounds can be free of financial
worries and focus on their academic performance.
A three-way partnership with the Foundation, the National
Symphony Orchestra (NSO), and Taipei National University of
the Arts was launched and continued to promote the Music
sans frontier Educational Project, which invited internationally-
renown conductor Shao-Chia Lu and NSO’s music director
Jun Markl to university campuses to broaden music students’
horizons. The initiative further arranged internships at the
orchestra for the students enrolled in the class as a way to
enrich their stage experience. The Foundation also carried on
its collaboration with GuoGuang Opera Company to continue
its three-year “on-campus project: Passing on Traditional
Theatre Heritage,” starting from 2021. This project offers a
year-long course at both National Tsing Hua University and
Tunghai University for three years consecutively. The course
contents included the knowledge of the theater, Peking
Opera analysis and appreciation, Peking Opera performance
demonstration, showcasing and combining theoretical
knowledge and hands-on performance practices, guiding 115
number of students to learn about and experience the beauty
of theater. A public performance is scheduled at the end of
this 3-year project that showcases the course’s teaching and
learning is scheduled to take place at the Main Theater of
Taiwan Traditional Theatre Center in 2024. In 2023, TSMC
Theater Lectures also broadened its scope. In addition to its
partnership in passing on traditional theater with GuoGuang
Opera Company, two other theater companies – Taiwan
Kunju Opera Theatre and Hsing Legend Youth Theatre – came
together to organize events specially designed for high school
seniors in Hsinchu, Taichung and Tainan. 1,620 person-times
participated in the events, which fostered the appreciation and
understanding of traditional theater.
In 2023, the TSMC Education and Culture Foundation
enhanced the contents of the TSMC Aesthetics Trip and the
TSMC Science Trip from museum trips to in-depth educational
courses. The trips still offer students guided tours to important
permanent exhibitions at arts and science museums, but
they now also offer lectures on art appreciation, hands-on
workshops and science workshops with trained lecturers. The
lectures guide primary students from rural areas to experience
and learn in depth subjects on historical culture and artifacts,
arts and aesthetics, architectural landscape and science. Finally,
in order to assist junior high school students to appreciate the
beauty of literature, the Foundation continued its partnership
with Unitas literary magazine to organize the third TSMC Youth
Literature Camp at the Emei Junior High School in Hsinchu.
The Camp expanded to be an event lasting four days and three
nights with the goal of improving literary education for junior
high school students and guiding them to appreciate the
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171
beauty of novels, essays, scripts and theater so that literature
can take root in their lives.
Supporting Arts and Culture Teams, Promoting Cultural
Canon
In addition to providing continuous quality education, the
TSMC Education and Culture Foundation furthers dedicates
itself to preserving traditional culture, funding long-term
support for domestic and international performance teams,
and promoting quality arts performances in local communities,
thereby lifting the public’s spirits, promoting good and beauty
in society.
In 2023, the TSMC Hsinchu Arts Festival reached its twentieth
anniversary and invited domestic and international artists
to participate so they could give their talents full play to
this year’s theme, Ode to Youth. Among the performances,
Youthful Whispering, a piece of a dance theater, was
choreographed by a youth-run theater company from
Hsinchu Plan B Theatre. Fifteen rising stars, selected from
roughly 100 who auditioned, were trained intensively over
the course of four months. The performers’ youthful vivacity
and physical rhythm exhibited explosive theatrical energy
at their performance at the Moat Park in Hsinchu city and
received loud applause and shouts of Bravo! from the 3,000
person-times strong audience from the local community.
As part of the effort to promote exquisite performances,
there were two other programs: the xiangsheng (traditional
Chinese comic dialogues) Qu, Blooming into 30-Year Brilliance,
performed by both second and third generation xiangsheng
artists. The fact that the piece is taught hands-on to the third
generation of young xiangsheng artists such as Ming-Han
Song and Yin-Xie Wu by the second generation xiangsheng
artists such as De-Gang Zhu, Guang-Yao Fan, and Yi-Jun
Ye at the 30-year-old Taipei Qu Company is particularly
meaningful as the process embodies the act of passing on
tradition. The popular Berliner Barock Solisten, founded by
leading members of the Berliner Philharmoniker, together with
Yu-Chien Tseng, the prize-winning violinist of the international
Tchaikovsky Competition, brought to the audience world-class
performances of classical music. The 2023 TSMC Hsinchu Arts
Festival organized 47 exquisite performances and exhibitions
throughout, attended by over 52,000 person-times community
members.
In addition to fine performances and exhibitions, the
Foundation also funds radio programs, helping the public
appreciate the beauty of theater and literature. The Stories
of Peking Opera radio program on Sound of IC radio station,
co-hosted by An-Qi Wang the artistic director of GuoGuang
Opera Company and Prof. Shih-Lung Lo at the Department of
Chinese Literature of National Tsing Hua University, introduced
the public to fine and elegant theater through analyzing texts
and the history of theater and interviewing theater maestros.
This program was nominated for the Best Host of Arts and
Culture at the 58th Golden Bell Awards. On another front,
Yi-Yun Xin, a master in classic Chinese literature who has been
presenting a radio lecture on Chinese classics on Sound of IC
radio station since 2008, presented a new program in 2023,
Yi-Yun Xin on Chinses Fu Verse, focusing on Chinese classical
Fu verse and sharing the beauty of classic literature with the
audience 1.62 million person-times tuned in to listen to the
two programs: Stories of Peking Opera and Yi-Yun Xin on
Chinese Classical Fu Verse.
As a way to enrich university campuses with arts and culture,
the TSMC Education and Culture Foundation organizes the
annual TSMC Lectures series at the end of each year. The
lectures series invites renowned scholars in the humanities
to introduce the public and college students to the richness
of literature, history and philosophy. In 2023, the series
specifically invited Yu-Shan Wu, academician at and founder
of Institute of Political Science at Academia Sinica, to discuss
Russia-Ukraine War. By analyzing the historical roots and
the power dynamics between large and small countries,
academician Wu offered a systematic analysis of this
international war and what can be learned from it. Nearly a
thousand community members attended the lectures.
7.4 TSMC Charity Foundation
Established in 2017 and led by its chairperson Sophie Chang,
the TSMC Charity Foundation (the Foundation) focuses on
empowering communities in rural and suburban areas in three
ways: education empowerment, taking care of the elderly, and
protecting the environment. Internally, the Foundation calls
on TSMC volunteers’ onsite/online services to address social
inequalities and leverages its industrial network advantages to
strengthen cooperation with local governments, enterprises
and universities externally. Both the Foundation and the TSMC
volunteers were committed to providing educational, medical
and social welfare resources to children in rural schools or
disadvantaged educational institutions, as well as to their
families who were in urgent need of financial support, to help
cultivate long-term career capabilities and improve their quality
of life independently. 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 2023, the Foundation demonstrated its dedication to
investing in public welfare and expanding projects to improve
its scope of services:
● Education Empowerment
The Foundation continuously provides educational 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. From 2022, the Foundation focused on rural
students’ employability. In 2023, the Foundation worked
with six city governments to organize job fairs for senior high
and vocational high school students, with career exploration
and job placement designed as the main highlights. The aim
was to focus resources on these two issues to help students
identify certain targets early on and discover even more diverse
career options, which eventually benefited more than 12,000
participants. In helping rural students obtain the skills to work
locally, four enterprises, IKEA, LDC Hotels & Resorts Group,
Howard Resort Xitou Hotel, and Panasonic Taiwan Co., Ltd.,
joined in 2023 to give training to seven senior vocational
high schools and extended job offers to 68 students. The
Foundation also spread the acknowledgement of vocational
education by organizing a junior high school vocational expo
and parent-child career workshops, as well as collaborating
with 104 JOB BANK to promote the Road to Employment
Program, inviting 104 professionals to appear on film and
share their career stories. A dedicated website was also built to
showcase these stories, encouraging students to use them as a
reference in choosing their career paths.
The Foundation assisted 31,133 students from rural areas in
2023. TSMC volunteers used their professional knowledge
to develop science popularization AI lesson plans with ideas
generated by ChatGPT, which were later modularized and
promoted to 35 science education activities by the Foundation,
benefiting a total of 1,093 children.
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 2023, the Foundation had
supported a total of 295 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, and introduce the TSMC
volunteer services to prevent disability and delay aging through
exercise. In 2023, the Foundation launched the adaptability
assessment system for TSMC volunteers. The system not only
provides guidance for employees to join the volunteer team but
also encourages retired colleagues to explore themselves. With
the Foundation’s volunteer training programs, the TSMC retired
colleagues can contribute their experience and knowledge to
society, thus better managing their next stage of life.
● 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 2023 the Foundation
had installed solar panels at seven 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. In the Cherish Food program, the
Foundation continued to work with many food companies to
donate out-of-spec foods to 150 disadvantaged social welfare
institutes in order to provide 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.,
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 2023, a total of 62,351 people donated more than
NT$71.68 million to support programs such as Lighting Up
the Rural Learning Dream, Delivery of Fruit and Vegetables
from Sheltered Farms, and four regular fundraising projects in
helping baseball sports and academic education in rural areas
and other fundraising projects.
The TSMC i-Charity platform has accumulated more than
NT$343 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.
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173
7.6 Sustainability Development Implementation Status as Required by 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
152-156 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 152-156 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 152-156 of this Annual Report.
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
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 152-156 of this Annual
Report.
None
(3) Does the Company provide employees with a safe and healthy working
V
environment, with regular safety and health training?
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 recent 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 152-
156 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 156-169 and “6.3.3 Operational Risks – 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
145-146 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
156-169 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 158-159, 161-162 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 158-159 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 recent 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 158-159, 159-160, 160-161, 161-162, “7.7 Climate-
related Information of Listed Companies – TSMC GHG Emissions in Recent
Two Years” on page 176 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 158-163 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 158-159, 159-160, 160-161, 161-162 of this Annual
Report.
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 112-113
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 115-116, 113, 114, 116-117
of this Annual Report.
For the information on how the Company’s operational performance or
achievements are reflected in the policy and implementation of employee
salary and compensation, please refer to “5.6.6 Competitive Overall
Compensation” on page 115-116 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 page166-169 of this Annual
Report.
For the Company’s related certification status and its scope, please refer to
“7.2.3 Safety and Health” on page166-169 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
page166-169 of this Annual Report.
The number of fire incidents and the number of casualties in the given year,
and the ratio of the number of casualties to the total number of employees,
and improvement measures related to fire incidents: In 2023 and as of
the date of this Annual Report, there were two fire incidents in the new
construction site of TSMC and its subsidiary, which did not result in any
injuries or deaths. The improvement measures at construction sites include
(1) strengthening fire operation and personnel control measures, (2) adding
mobile water mist fire extinguishing equipment, and (3) conducting annual
fire emergency response and notification drills.
(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 114-115 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 110 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 169 and “5.6.1 Human Rights Policy and
Specific Actions” on page 112-113 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 169 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 152-156 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 152-156 of
this Annual Report.
(Continued)
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, to promote the Company’s sustainable development through concrete practices. For sustainable development operational status, please refer to
“7. Environmental, Social and Governance (ESG)” on page 150-176 of this Annual Report and environmental social governance related information on the Company’s website: https://esg.tsmc.com/en-US
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-US
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175
7.7 Climate-related Information of Listed Companies
Items
Execution Status
1. Description on the Board and Management’s oversight and governance on climate-
related risks and opportunities
2. Description on how the identified climate risks and opportunities impact the
company’s business, strategies, and finance (short, mid, longterm)
● ESG Steering Committee: TSMC’s top organization in climate change management. Chaired by the Chairman of TSMC
with the chairperson of the ESG Committee serving as executive secretary. The Committee reviews TSMC’s climate
change strategies and goals every quarter and reports to the Board of Directors
● Energy Saving and Carbon Reduction Committee: The Company’s management organization for taking action
on climate change risk and opportunity. It is chaired by the Vice President of Fab Operations. Every quarter, this
Committee formulates management plans, reviews implementation status, and discusses future plans
TSMC holds the Climate Change Risk and Opportunity Workshop once every two years to identify and update climate
risks and opportunities based on the Recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD) framework. Please refer to the “Financial Impact Analysis and Response of Climate Risks and Opportunities”
table for details on page 158-159 of this Annual Report.
3. Description on the impact extreme climate events and transitional actions have on
finance
Please refer to the “Financial Impact Analysis and Response of Climate Risks and Opportunities” table for details on
page 158-159 of this Annual Report.
4. Description on how the climate risk identification, assessment, and management
process is integrated in the overall risk management system
Please refer to the Risk Management in “Management Structure of TSMC Climate-related Risks and Opportunities” table
for details on page 158 of this Annual Report.
5. Should scenario analysis is used to assess the Company’s resilience in face of climate
change risks, explanations on the scenario, parameters, hypothesis, analysis factors
and major financial impacts should be provided
6. Should there be transitional programs in response to managing climate-related risks,
please explain the program’s content and metrics and targets used to identify and
manage physical and transitional risks
TSMC selected high-emission scenarios (SSP5-8.5) from IPCC AR6 to analyze physical risks and assess the potential
short, mid and long-term risks in TSMC facilities and supply chains. In addition to the existing flood, drought, and heat
risks, the Company further evaluated risks such as wind disasters from typhoons, landslide disasters, and rising ocean
levels. Meanwhile, TSMC increased its scope to cover all facilities around the world as well as five critical supply chains
- direct raw materials, indirect raw materials, equipment, fab facilities, and parts and components. Analysis of physical
risks shows that the risks of droughts are the most significant physical risks, which cause the impact to self-operation
resulting financial loss and revenue decrease due to water shortage.
TSMC actively implements greenhouse gas reduction measures in accordance with the 2050 Net Zero Transition
Plan, in order to achieve the RE100 target by 2040 and net-zero emissions by 2050. Throughout the process, TSMC
will continue to introduce the best energy-saving and carbon-reducing technologies to reduce emissions, and will
continuously expand the use of renewable energy until reaching the RE100 goal. Ultimately, TSMC plans to achieve the
net-zero transition target by partially offsetting emissions with carbon credits.
7. Should the internal carbon pricing is used as the planning tool, the pricing
mechanism should be explained
Internal carbon prices include carbon tax (fee), regulatory fines, carbon reduction and renewable energy cost, carbon
market price.
8. Should climate-related targets are in place, information such as their scope of action,
GHG emissions, planned timeline, and yearly achieved progress should be stated; for
targets achieved through carbon offset and RECs, the source of offset amount and
number of RECs should be stated
1. Reduce unit GHG emissions by 30% compared to the base year (metric ton of carbon dioxide equivalent
(MTCO2e)/12-inch equivalent wafer mask layer), and restore GHG emissions to the 2020 level in 2030, net zero
emissions in 2050.
2. 60% renewable energy company-wide in 2030, 100% renewable energy company-wide in 2040.
9. GHG inventory and assurance status, and reduction goals, strategies and specific
action plans
TSMC GHG Emissions in Recent Two Years
2023 achievements: unit GHG emissions (metric ton of carbon dioxide equivalent (MTCO2e)/12-inch equivalent wafer
mask layer) increased by 31%; used 2,590 GWh in renewable energy, and increased the proportion of renewable
energy use to 11.2%.
Please refer to “7.2.1 Environmental Protection – Climate Change and Energy Management” on page 158-159
of this Annual Report , “7.2.1 Environmental Protection – Greenhouse Gas (GHG) Emission Reduction and Energy
Management” on page 159-160 of this Annual Report and the “TSMC GHG Emissions in Recent Two Years” table on
page 176 of this Annual Report.
Year
Scope
2023
Parent Company
VisEra Technologies Company
Ltd.
TSMC China Company
Limited
TSMC Nanjing Company
Limited
TSMC Washington, LLC
2022
Parent Company
VisEra Technologies Company
Ltd.
TSMC China Company
Limited
TSMC Nanjing Company
Limited
Scope 1
Scope 2
Total Emissions
(Metric Ton
CO2e)
Intensity (Metric
Ton CO2e / M
NTD)
Total Emissions
(Metric Ton
CO2e)
Intensity (Metric
Ton CO2e / M
NTD)
Verification
Party
Verification
Guideline
Verification
Statement
1,307,966
4,399
161,698
45,118
76,851
1,669,738
5,845
187,181
46,209
0.61
0.61
6.34
0.74
9.28
0.75
0.64
6.6
1.09
10,150,252
37,135
0
0
0
9,540,171
29,683
0
0
0
4.71
5.13
0
0
0
4.24
3.27
0
0
0
DNV
DNV
DNV
DNV
AWN
DNV
DNV
DNV
DNV
AWN
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Limited Assurance
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Reasonable Assurance
ISO 14064-3
Limited Assurance
TSMC Washington, LLC
109,784
10.65
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.
176
177
Fab 2
8 Subsidiary
Information &
Other Special
Notes
TSMC inaugurated its Global R&D Center and continued
to expand its investments in Taiwan and around the world
in 2023.
178
179
8.1 Subsidiaries
8.1.1 TSMC Subsidiaries Chart
As of 12/31/2023
TSMC Development, Inc.
Shareholding: 100%
TSMC Washington, LLC
Shareholding: 100%
TSMC Technology, Inc.
Shareholding: 100%
TSMC Design Technology Canada Inc.
Shareholding: 100%
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: 67%
TSMC Arizona Corporation
Shareholding: 100%
Japan Advanced Semiconductor
Manufacturing, Inc.
Shareholding: 71%
European Semiconductor Manufacturing
Company (ESMC) GmbH
Shareholding: 100%
VentureTech Alliance Fund II, L.P.
Shareholding: 98%
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 possible foundry services. TSMC Washington, LLC 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, Japan Advanced Semiconductor Manufacturing, Inc. in Japan and European Semiconductor Manufacturing Company
(ESMC) GmbH are currently scheduled to provide 12-inch wafer capacity by year end 2025, 2024 and 2027, respectively. 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 12/31/2023
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.
European Semiconductor Manufacturing
Company (ESMC) GmbH
Dec. 10, 2021
Kumamoto, Japan
Jun. 30, 2023
Dresden, Germany
TSMC Technology, Inc.
Feb. 20, 1996
Delaware, U.S.
TSMC Development, Inc.
Feb. 16, 1996
Delaware, U.S.
TSMC Washington, 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
EUR
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
11
(Note 1)
Manufacturing, sales, and testing of integrated circuits and
other semiconductor devices
158,942,400
(Note 2)
Manufacturing, sales, testing, and computer-aided design
of integrated circuits and other semiconductor devices
100
(Note 3)
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
93,998
Investing in technology start-up companies
2,295
Investing in technology start-up companies
55,966
Investing in technology start-up companies
3,165,671
Research, design, development, manufacturing, sales,
packaging and test of color filter
Note 1: TSMC Arizona Corporation completed capital injections in January 2024 and March 2024 with capital stock of US$11.5 thousands post the capital injection.
Note 2: Japan Advanced Semiconductor Manufacturing, Inc. completed a capital injection in January 2024 with capital stock of JPY195,506,800 thousands post the capital injection.
Note 3: European Semiconductor Manufacturing Company (ESMC) GmbH completed a capital injection in February 2024 with capital stock of EUR1,000 thousands post the capital injection.
180
181
8.1.4 Shareholders in Common of TSMC and Its Subsidiaries with Deemed Control and Subordination: None.
8.1.5 Rosters of Directors, Supervisors, and Presidents of TSMC’s Subsidiaries
Unit: NT$ (USD), except shareholding
Company
Title
Name
As of 12/31/2023
Shareholding
Shares (Investment Amount)
% (Investment
Holding %)
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
Sylvia Fang
David Keller
David Keller
Wendell Huang
Paul de Bot
Maria Marced (Note 1)
Representative Director
Director
President
Makoto Onodera
Sylvia Fang
Makoto Onodera
Representative Director
Director
Director
Representative Director
Director
Supervisor
Representative Director
Director
Supervisor
Chairman
Director
Director
Supervisor
President
Chairman
Director
Director
Director
Supervisor
Supervisor
President
Chairman
Director
Director
Director
Director
CEO
President
Wei-Li Chen
Ray Wan
Wendell Huang
Cliff Hou
Wendell Huang
Morris Cheng
Jun He
Diane Kao
Morris Cheng
F.C. Tseng
Y.P. Chyn
Roger Luo
Lora Ho
Roger Luo
Lora Ho
Y.P. Chyn
Cliff Hou
Roger Luo
Wendell Huang
Sylvia Fang
Roger Luo
Rick Cassidy
Cliff Hou
Y.L. Wang
Sylvia Fang
Wendell Huang
Y.L. Wang
Brian Harrison
-
-
-
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 10,500,000 shares (Note 2)
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
-
-
(100%)
-
-
-
-
-
-
-
(100%)
-
-
-
-
-
-
-
100%
Company
Title
Name
Japan Advanced Semiconductor
Manufacturing, Inc.
Representative Director
Director
Director
Director/President
Director
Supervisor
Y.H. Liaw
Diane Kao
Simon Wang
Yuichi Horita
Yasuhiro Kono
Morris Cheng
European Semiconductor Manufacturing
Company (ESMC) GmbH (Note 4)
Managing Director
Managing Director
Kenneth Lee
Gunnar Thomas
TSMC Technology, Inc.
TSMC Development, Inc.
TSMC Washington, LLC (Note 6)
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
Independent Director
CEO/President
Wendell Huang
Cliff Hou
Cliff Hou
Wendell Huang
Sylvia Fang
Wendell Huang
Y.H. Liaw
Wendell Huang
Julian Lee
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
Han-Fei Lin
Robert Kuan
Shareholding
Shares (Investment Amount)
-
-
-
-
-
-
TSMC holds 2,269,291 shares (Note 3)
-
-
TSMC holds 100,000 shares (Note 5)
-
-
-
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$92,118,263)
(VentureTech Alliance Fund III, L.P. invests
US$2,295,455)
% (Investment
Holding %)
-
-
-
-
-
-
71.39% (Note 3)
-
-
100% (Note 5)
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
-
100%
-
-
100%
(98.00%)
(98.00%)
(100%)
(TSMC invests US$55,909,937)
(99.90%)
214,500 shares
-
-
-
-
-
-
-
TSMC holds 213,619,000 shares
0.07%
-
-
-
-
-
-
-
67.48% (Note 7)
(Continued)
Note 1: Effective January 24, 2024, Mr. Paul de Bot was appointed as President of TSMC Europe B.V., in addition to his current position as Director of the company.
Note 2: TSMC Arizona Corporation completed capital injections in January 2024 and March 2024. After the capital injection, TSMC holds 11,500,000 shares and 100% of the equity interests in TSMC Arizona
Corporation.
Note 3: Japan Advanced Semiconductor Manufacturing, Inc. (“JASM”) completed a capital injection in January 2024. After the capital injection, TSMC holds 2,790,533 shares and 71.37% of the equity interests in
JASM.
Note 4: European Semiconductor Manufacturing Company (ESMC) GmbH (“ESMC”) was incorporated on June 30, 2023. Effective January 1, 2024, Mr. Jui-Ping Chuang and Dr Christian Koitzsch were appointed as
Managing Directors of ESMC. Effective January 30, 2024, Mr. Arthur Chuang, Mr. Chien-Hsin Lee, Mr. Morris Cheng, and Mr. David Ta-Wey Liu were appointed as ESMC’s Shareholders’ Committee members,
with Mr. Arthur Chuang was appointed as the Chairman of Shareholders’ Committee effective March 19, 2024.
Note 5: In January 2024, TSMC sold 30% equity interests of European Semiconductor Manufacturing Company (ESMC) GmbH (“ESMC”) to Robert Bosch GmbH, Infineon Technologies AG, and NXP Semiconductors
Germany GmbH (a wholly-owned subsidiary of NXP Semiconductors N.V.). In February 2024, ESMC completed a capital injection. After these transactions, TSMC holds 700,000 shares and 70% of the equity
interests in ESMC.
Note 6: Effective December 2023, “WaferTech, LLC” changed its name to “TSMC Washington, LLC”.
Note 7: As of February 2024, TSMC’s ownership of VisEra is 67.44% due to VisEra’s continuous execution of the Employee Stock Purchase Plan.
182
183
8.1.6 Operational Highlights of TSMC Subsidiaries
Unit: NT$ thousands, except EPS (NT$)
Capital
Stock
Assets
Liabilities
Net Worth
Net
Revenues
Income
(Loss) from
Operation
Net Income
(Loss)
338,217
410,404,290
404,125,539
6,278,751
1,462,533,813
726,479
836,066
76.01
As of 12/31/2023
Basic Earning
(Loss) Per
Share
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.
TSMC Washington, LLC
3,418
65,760
164,400
949,374
222,012
643,485
356,875
91,609
249,294
592,499
130,403
394,191
649,943
293,457
796,524
784,320
14,252
44,628
12,472
57,636
134,844
1,326
42,865
4,084
40,787
122,786
1,792
214,326.06
680.58
2,719.13
2,435.71
22.40
TSMC Japan 3DIC R&D Center, Inc.
537,040
2,195,275
970,826
1,224,449
9,480
0.03
45,250
37,523,988
651
0
44,599
37,523,988
1,463,114
1,463,075
1,191,778
119,177,835.40
30,386,284
68,201,464
1,688
68,199,776
2,808,332
2,782,540
2,776,792
2.81
350,023,848
672,155,758
230,929,875
441,225,883
30,174,130
24,922,961
24,922,961
2,189,297.39
0
7,003,570
855,886
6,147,684
8,284,024
24,767
171,187
TSMC China Company Limited
19,518,318
99,679,738
3,922,342
95,757,396
25,516,473
10,141,206
10,118,593
TSMC Nanjing Company Limited
28,830,928
132,719,184
45,062,304
87,656,880
61,350,286
21,627,296
21,755,071
VisEra Technologies Company Ltd
3,165,671
25,178,522
8,547,355
16,631,167
7,236,928
278,139
356,080
TSMC Arizona Corporation
323
619,949,098
321,306,797
298,642,301
Japan Advanced Semiconductor
Manufacturing, Inc.
European Semiconductor Manufacturing
Company (ESMC) GmbH
34,840,174
134,137,238
68,004,859
66,132,379
3,418
4,785,814
17,801
4,768,013
0
0
0
(15,696,164)
(10,924,639)
(2,877.12)
(3,697,737)
(2,965,675)
(1,493.04)
(17,570)
(17,570)
(348.54)
TSMC Technology, Inc.
0.03
2,674,820
1,548,296
1,126,524
3,863,296
TSMC Design Technology Canada Inc.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
Emerging Fund, L.P.
56,514
107,224
2,890,163
70,578
476,972
113,721
239,016
189,021
1,720,784
1,903,677
98,047
31
31
31
31
378,925
113,690
238,985
188,990
1,903,646
394,174
3,566
15,758
221
42,438
186,524
35,834
999
6,619
(905)
49,846
429
6,619
(996)
20,313
20,313
130,938
13,093,801.40
0.58
NA
NA
1.13
21.67
NA
NA
NA
NA
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 2023 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 2023 and as of the Date of this Annual Report: None.
8.3.3 Any Events in 2023 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.
8.3.4 Other Necessary Supplement: None.
184
185
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
Global R&D Center
168, Kehuan Rd., Hsinchu Science Park, Hsinchu 308-001, Taiwan,
R.O.C.
Tel: +886-3-5636688
Fab 12B
168, Park Ave. 2, Hsinchu Science Park, Hsinchu 300-091, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-6687827
Fab 2, Fab 5
121, Park Ave. 3, Hsinchu Science Park, Hsinchu 300-096, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781546
Fab 3
9, Creation Rd. 1, Hsinchu Science Park, Hsinchu 300-092, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781548
Fab 6
1, Nan-Ke North Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5052057
Fab 8
25, Li-Hsin Rd., Hsinchu Science Park, Hsinchu 300-094, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5662051
Fab 14A
1-1, Nan-Ke North Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5051262
Fab 14B
17, Nan-Ke 9th Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5055217
Fab 15A
1, Keya Rd. 6, Central Taiwan Science Park, Taichung 428-303, Taiwan,
R.O.C.
Tel: +886-4-27026688 Fax: +886-4-25607548
Fab 15B
1, Xinke Rd., Central Taiwan Science Park, Taichung 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 300-093, 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
1, Kezhuan 1st Rd., Zhunan Township, Miaoli 350-012, Taiwan, R.O.C.
Tel: +886-3-5636688
VisEra Technologies Company Limited
12, Duxing Rd. 1, Hsinchu Science Park, Hsinchu 300-096, Taiwan, R.O.C.
Tel: +886-3-6668788 Fax: +886-3-6662858
186
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
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 Spokesperson
Name: Wendell Huang
Title: Senior 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: Shih-Tsung Wu, 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
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.
4106-1 Haramizu, Kikuchi-gun Kikuyo-machi, Kumamoto 869-1102,
Japan
TSMC Technology, Inc.
2851 Junction Avenue, San Jose, CA 95134, U.S.A.
Tel: +1-408-3828000
TSMC Washington, 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
Common Share Transfer Agent and Registrar
Company: Transfer Agency Department, CTBC Bank Co., Ltd.
Address: 5F., No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist.,
Taipei City 100-003, Taiwan, R.O.C.
Tel: +886-2-66365566
Website: https://www.ctbcbank.com
ADR Depositary Bank
Company: Citibank, N.A.
Depositary Receipts Services
Address: 388 Greenwich Street, Trading Building, 4th Floor, New
York, NY 10013, U.S.A.
Website: https://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 https://www.nyse.com and https://
mops.twse.com.tw
“TSMC”, “tsmc”, “Open Innovation Platform”, “Open Innovation”, “GIGAFAB”, “CoWoS”, “TSMC-SoIC”, “3DFabric”, “N12e”, “3Dblox”, and “FinFlex” are some of TSMC’s registered and/
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Copyright © 2023 by Taiwan Semiconductor Manufacturing Company, Ltd. All rights reserved.
Contents
Consolidated Financial Statements for the
Years Ended December 31, 2023 and 2022 and
Independent Auditors’ Report
Parent Company Only Financial Statements for the
Years Ended December 31, 2023 and 2022 and
Independent Auditors’ Report
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2023-財報目錄-英.indd 1
2024/3/8 上午2:43
Taiwan Semiconductor Manufacturing
Company Limited and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2023 and 2022 and
Independent Auditors’ Report
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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, 2023,
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 6, 2024
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Key audit matter for the Company’s consolidated financial statements for the year ended December
31, 2023 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, 2023 and 2022 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 -
- 5 -
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 and Risk 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.
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- 7 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Hedging financial assets (Note 10)
Notes and accounts receivable, net (Note 11)
Receivables from related parties (Note 33)
Other receivables from related parties (Note 33)
Inventories (Notes 5 and 12)
Other financial assets (Note 34)
Other current assets
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through profit or loss (Note 7)
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 25)
Refundable deposits
Other noncurrent assets
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss (Note 7)
Hedging financial liabilities (Notes 10 and 30)
Accounts payable
Payables to related parties (Note 33)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors (Note 28)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 20)
Income tax payable (Notes 5 and 25)
Long-term liabilities - current portion (Notes 17, 18 and 30)
Accrued expenses and other current liabilities (Notes 5, 15, 21, 30 and 33)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 17 and 30)
Long-term bank loans (Notes 18 and 30)
Deferred income tax liabilities (Notes 5 and 25)
Lease liabilities (Notes 5, 15 and 30)
Net defined benefit liability (Note 19)
Guarantee deposits
Others (Note 21)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 20)
Capital surplus (Notes 20 and 27)
Retained earnings (Note 20)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Notes 20 and 27)
December 31, 2023
Amount
%
December 31, 2022
Amount
%
$ 1,465,427,753
924,636
154,530,830
66,761,221
-
201,313,914
624,451
71,871
250,997,088
27,158,766
26,222,380
26
-
3
1
-
4
-
-
5
1
-
$ 1,342,814,083
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
27
-
2
2
-
5
-
-
4
1
-
2,194,032,910
40
2,052,896,744
41
13,417,457
7,208,655
79,199,367
29,616,638
3,064,474,984
40,424,830
22,766,744
64,175,787
7,044,420
10,009,423
-
-
2
1
55
1
-
1
-
-
-
6,159,200
35,127,215
27,641,505
2,693,836,970
41,914,136
25,999,155
69,185,842
4,467,022
7,551,089
-
-
1
1
54
1
1
1
-
-
3,338,338,305
60
2,911,882,134
59
$ 5,532,371,215
100
$ 4,964,778,878
100
$
121,412
27,334,164
55,726,757
1,566,300
33,200,563
50,716,944
171,484,616
168,558,461
98,912,902
9,293,266
296,667,931
$
-
-
1
-
1
1
3
3
2
-
5
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
-
-
1
-
1
1
4
3
3
-
6
913,583,316
16
944,226,817
19
913,899,843
4,382,965
53,856
28,681,835
9,257,224
923,164
178,326,165
17
-
-
1
-
-
3
834,336,439
4,760,047
1,031,383
29,764,097
9,321,091
892,021
179,958,116
17
-
-
-
-
-
4
1,135,525,052
21
1,060,063,194
21
2,049,108,368
37
2,004,290,011
40
259,320,710
69,876,381
5
1
259,303,805
69,330,328
5
1
311,146,899
-
2,846,883,893
3,158,030,792
6
-
51
57
-
311,146,899
3,154,310
2,323,223,479
2,637,524,688
6
-
47
53
-
(28,314,256)
(20,505,626)
Equity attributable to shareholders of the parent
3,458,913,627
63
2,945,653,195
59
NON - CONTROLLING INTERESTS
Total equity
TOTAL
The accompanying notes are an integral part of the consolidated financial statements.
24,349,220
-
14,835,672
1
3,483,262,847
63
2,960,488,867
60
$ 5,532,371,215
100
$ 4,964,778,878
100
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- 8 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2023
2022
Amount
%
Amount
%
NET REVENUE (Notes 5, 21, 33 and 38)
$ 2,161,735,841
100
$ 2,263,891,292
100
COST OF REVENUE (Notes 5, 12, 28 and 33)
986,625,213
46
915,536,486
40
GROSS PROFIT
1,175,110,628
54
1,348,354,806
60
OPERATING EXPENSES (Notes 5, 28 and 33)
Research and development
General and administrative
Marketing
182,370,170
60,872,841
10,590,705
8
3
-
163,262,208
53,524,898
9,920,446
7
2
1
Total operating expenses
253,833,716
11
226,707,552
10
OTHER OPERATING INCOME AND EXPENSES, NET
(Notes 14 and 28)
188,694
-
(368,403)
-
INCOME FROM OPERATIONS (Note 38)
921,465,606
43
1,121,278,851
50
NON-OPERATING INCOME AND EXPENSES
Share of profits of associates
Interest income (Note 22)
Other income
Foreign exchange gain (loss), net (Note 36)
Finance costs (Note 23)
Other gains and losses, net (Note 24)
4,655,098
60,293,901
479,984
(2,685,484)
(11,999,360)
6,961,579
-
3
-
-
(1)
-
7,798,359
22,422,209
947,697
4,505,784
(11,749,984)
(1,012,198)
Total non-operating income and expenses
57,705,718
2
22,911,867
-
1
-
-
-
-
1
INCOME BEFORE INCOME TAX
979,171,324
45
1,144,190,718
51
INCOME TAX EXPENSE (Notes 5 and 25)
141,403,807
6
127,290,203
6
NET INCOME
837,767,517
39
1,016,900,515
45
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 5,
19, 20 and 25)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit obligation
Unrealized gain/(loss) on investments in equity
instruments at fair value through other comprehensive
income
Gain on hedging instruments
Share of other comprehensive income of associates
Income tax benefit related to items that will not be
reclassified subsequently
(623,356)
-
(823,060)
-
1,954,563
39,898
42,554
124,646
1,538,305
-
-
-
-
-
(263,749)
-
154,457
733,956
(198,396)
-
-
-
-
-
(Continued)
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Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2023
2022
Amount
%
Amount
%
Items that may be reclassified subsequently to profit or
loss:
Exchange differences arising on translation of foreign
operations
$
(14,464,353)
(1) $
50,845,614
Unrealized gain/(loss) on investments in debt
instruments at fair value through other comprehensive
income
Gain (loss) on hedging instruments
Share of other comprehensive income of associates
Income tax benefit related to items that may be
reclassified subsequently
4,123,201
(74,735)
63,938
-
-
-
(10,102,658)
1,329,231
550,338
-
(10,351,949)
-
(1)
6,036
42,628,561
Other comprehensive income (loss), net of income tax
(8,813,644)
(1)
42,430,165
2
-
-
-
-
2
2
TOTAL COMPREHENSIVE INCOME
$ 828,953,873
38
$ 1,059,330,680
47
NET INCOME ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
TO:
Shareholders of the parent
Non-controlling interests
$ 838,497,664
(730,147)
39
-
$ 1,016,530,249
370,266
45
-
$ 837,767,517
39
$ 1,016,900,515
45
$ 830,509,542
(1,555,669)
38
-
$ 1,059,124,890
205,790
47
-
EARNINGS PER SHARE (NT$, Note 26)
Basic earnings per share
Diluted earnings per share
$
$
32.34
32.34
$
$
39.20
39.20
$ 828,953,873
38
$ 1,059,330,680
47
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit losses recognized 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 (gain) on disposal or retirement of intangible assets, net
Impairment loss on property, plant and equipment
Gain on financial instruments at fair value through profit or loss, net
Loss on disposal of investments in debt instruments at fair value through
other comprehensive income, net
Gain on disposal of investments accounted for using equity method, 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
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
2023
2022
$ 979,171,324
$ 1,144,190,718
522,932,671
9,258,250
35,745
11,999,360
(4,655,098)
(60,293,901)
483,050
369,140
(3,045)
-
(12,355)
428,498,179
8,756,094
52,351
11,749,984
(7,798,359)
(22,422,209)
302,348
(98,856)
6,004
790,740
-
473,897
(15,758)
(246,695)
(464,094)
(337,935)
410,076
-
10,342,706
(266,767)
138,827
289,570
28,441,987
959,507
(2,896)
(29,847,940)
1,878,712
(12,530,880)
(720,278)
847,049
(76,337)
(3,234,946)
(11,031,630)
(44,466,734)
13,329,895
(687,223)
(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
(2,538,848)
1,697,160,435
(86,561,247)
1,401,842,412
(159,875,065)
Net cash generated by operating activities
1,241,967,347
1,610,599,188
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
(125,540)
(14,142,072)
(54,566,725)
(62,752,002)
(149,387,898)
(183,125,920)
(949,816,825) (1,082,672,130)
(6,954,326)
(Continued)
(5,518,414)
- 12 -
- 12 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2023
2022
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
$
$
35,698,575
134,605,822
703,904
3,078
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
127,963
68,237
55,887,164
47,544,746
1,152
445,129
3,076,482
(63,153)
(4,056,496)
1,454,012
44,963,367
62,329,674
983,358
12,636
2,938
1,684,430
18,083,755
7,046,136
5,296
266,767
2,749,667
-
(2,117,041)
505,423
Net cash used in investing activities
(906,120,596) (1,190,928,235)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans
Increase in hedging financial liabilities - bank 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
Donation from shareholders
Increase in non-controlling interests
-
27,908,580
85,700,000
(18,100,000)
2,450,000
(1,756,944)
(88,681)
-
(2,854,344)
(17,358,981)
230,116
(367,375)
(291,721,852)
16,448
11,048,781
(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
Net cash used in financing activities
(204,894,252)
(200,244,032)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
(8,338,829)
58,396,970
NET INCREASE IN CASH AND CASH EQUIVALENTS
122,613,670
277,823,891
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
1,342,814,083
1,064,990,192
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 1,465,427,753
$ 1,342,814,083
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, 2023 AND 2022
(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 6, 2024.
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, “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory
Commission (FSC)
Except for the following, the initial application of the amendments to the IFRS Accounting Standards
endorsed and issued into effect by the FSC did not have a material impact on the accounting policies of
TSMC and its subsidiaries (collectively as the “Company”):
Amendments to IAS 12 “International Tax Reform - Pillar Two Model Rules”
The amendments introduce a temporary exception to the requirements in IAS 12 by stipulating that the
Company should neither recognize nor disclose information about deferred tax assets and liabilities
related to Pillar Two income taxes. The amendments also require the Company to disclose that it has
applied the exception and separately disclose its current tax expense (income) related to Pillar Two
income taxes. In addition, for periods in which Pillar Two legislation is enacted or substantively enacted
but not yet in effect, the Company should disclose qualitative and quantitative information that helps
users of financial statements understand the Company’s exposure to Pillar Two income taxes. The
requirement that the Company applies the exception and the requirement to disclose that fact is applied
immediately upon issuance of the amendments in May 2023. The remaining disclosure requirements are
applied for annual reporting periods beginning on or after January 1, 2023, but not for any interim period
ending on or before December 31, 2023.
- 14 -
- 14 -
b. The IFRS Accounting Standards issued by International Accounting Standards Board (IASB) and
endorsed by the FSC with effective date starting 2024
New, Amended and Revised Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current” and “Non-current Liabilities with Covenants”
January 1, 2024
c. The IFRS Accounting Standards issued by IASB, but not yet endorsed and issued into effect by the FSC
New, Amended and Revised 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”
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 MATERIAL ACCOUNTING POLICY INFORMATION
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 IFRS Accounting Standards
endorsed by the FSC with the effective dates (collectively, “Taiwan-IFRS Accounting Standards”).
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.
- 15 -
- 15 -
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control
over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s
interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the
subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the
fair value of the consideration paid or received is recognized directly in equity and attributed to shareholders
of the parent.
When the Company loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated
as the difference between:
a.
the aggregate of the fair value of consideration received and the fair value of any retained interest at the
date when control is lost; and
b. the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interest.
The Company shall account for all amounts recognized in other comprehensive income in relation to the
subsidiary on the same basis as would be required if the Company had directly disposed of the related assets
and liabilities.
The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded
as the cost on initial recognition of an investment in an associate.
The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
Name of Investor
Name of Investee
Main Businesses and Products
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2023
December 31,
2022
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
Amsterdam, the
Netherlands
Yokohama, Japan
Japan)
activities
TSMC Design Technology
Japan, Inc. (TSMC JDC)
TSMC Japan 3DIC R&D
Center, Inc. (TSMC 3DIC)
TSMC Korea Limited (TSMC
Engineering support activities
Yokohama, Japan
Engineering support activities
Yokohama, Japan
Customer service and supporting
Seoul, Korea
Korea)
activities
TSMC Partners, Ltd. (TSMC
Investing in companies involved in the
Tortola, British Virgin
Partners)
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
67%
68%
Ltd. (VisEra Tech)
TSMC Arizona Corporation
(TSMC Arizona)
manufacturing, sales, packaging and
test of color filter
Manufacturing, sales and testing of
integrated circuits and other
semiconductor devices
Phoenix, Arizona,
100%
100%
U.S.A.
Japan Advanced
Semiconductor
Manufacturing, Inc. (JASM)
Manufacturing, sales, testing and
Kumamoto, Japan
71%
71%
computer aided design of integrated
circuits and other semiconductor
devices
-
a)
a)
a)
a)
a)
-
-
-
-
b)
c)
d)
European Semiconductor
Manufacturing Company
(ESMC) GmbH (ESMC)
Manufacturing, sales and testing of
integrated circuits and other
semiconductor devices
Dresden, Germany
100%
100%
a), e)
(Continued)
- 16 -
- 16 -
Name of Investor
Name of Investee
Main Businesses and Products
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2023
December 31,
2022
Note
TSMC
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
L.P. (VTAF III)
companies
98%
98%
98%
98%
Emerging Fund L.P. (Emerging
Investing in technology start-up
Cayman Islands
99.9%
99.9%
TSMC Partners
VTAF III
Fund)
TSMC Development, Inc.
(TSMC Development)
TSMC Technology, Inc.
(TSMC Technology)
TSMC Design Technology
Canada Inc. (TSMC Canada)
Growth Fund Limited (Growth
companies
Investing in companies involved in
semiconductor manufacturing
Delaware, U.S.A.
Engineering support activities
Delaware, U.S.A.
Engineering support activities
Ontario, Canada
Investing in technology start-up
Cayman Islands
Fund)
companies
TSMC Development
TSMC Washington, LLC
(TSMC Washington)
Manufacturing, sales and testing of
integrated circuits and other
semiconductor devices
Washington, U.S.A.
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
a)
a)
-
f)
(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: As VisEra's employees continue to exercise their employee share options, TSMC’s ownership in VisEra continues to decline. 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$205 million toward various
public infrastructure projects in the area of the proposed manufacturing facility, conditioned on TSMC Arizona’s achieving a minimum project scale with defined spending and job-creation
thresholds.
Note d: TSMC’s shareholding and the proportion of voting rights in JASM are 71% and 81%, respectively.
Note e: ESMC was established in June 2023. TSMC sold its 10% shares to Robert Bosch GmbH, Infineon Technologies AG and NXP Semiconductors N.V. in January 2024, respectively. After
selling shares, TSMC’s shareholding in ESMC decreased from 100% to 70%. This transaction was accounted for as an equity transaction since the transaction did not change TSMC’s control
over ESMC.
Note f: WaferTech, LLC was renamed to TSMC Washington, LLC in December 2023.
Foreign Currencies
The financial statements of each individual consolidated entity were expressed in the currency which reflected
its primary economic environment (functional currency). The functional currency of TSMC and presentation
currency of the consolidated financial statements are both New Taiwan Dollars (NT$). 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.
- 18 -
- 18 -
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.
c. Hedges of net investments in foreign operations
The Company designates certain hedging instruments, such as bank loans denominated in foreign
currency, as a hedge of net investments in foreign operations to manage the exchange differences arising
on translation of foreign operations due to currency fluctuations. Any gains or losses on the hedging
instrument relating to the effective portion of the hedge are recognized in other comprehensive income
and accumulated under the heading of foreign currency translation reserve. The gains or losses relating
to the ineffective portion are recognized immediately in profit or loss.
The gains and losses on the hedging instrument relating to the effective portion of the hedge, which were
accumulated in the foreign currency translation reserve, are reclassified to profit or loss on the disposal
or partial disposal of a foreign operation.
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.
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When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell)
with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of
the investment subsequently increases.
The Company discontinues the use of the equity method from the date when the Company ceases to have
significant influence over an associate. When the Company retains an interest in the former associate, the
Company measures the retained interest at fair value at that date. The difference between the carrying amount
of the associate at the date the equity method was discontinued, and the fair value of any retained interest and
any proceeds from disposing of a part interest in the associate is included in the determination of the gain or
loss on disposal of the associate. In addition, the Company shall account for all amounts recognized in other
comprehensive income in relation to that associate on the same basis as would be required if the associate
had directly disposed of the related assets or liabilities. If the Company’s ownership interest in an associate
is reduced as a result of disposal, but the investment continues to be an associate, the Company should
reclassify to profit or loss only a proportionate amount of the gain or loss previously recognized in other
comprehensive income.
When the Company subscribes to additional shares in an associate at a percentage different from its existing
ownership percentage, the resulting carrying amount of the investment differs from the amount of the
Company’s proportionate interest in the net assets of the associate. The Company records such a difference
as an adjustment to investments with the corresponding amount charged or credited to capital surplus. If the
Company’s ownership interest is reduced due to the additional subscription to the shares of associate by other
investors, the proportionate amount of the gains or losses previously recognized in other comprehensive
income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required
if the associate had directly disposed of the related assets or liabilities.
When a consolidated entity transacts with an associate, profits and losses resulting from the transactions with
the associate are recognized in the Company’s consolidated financial statements only to the extent of interests
in the associate that are not owned by the Company.
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.
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Leases
For a contract that contains a lease component and non-lease component, the Company may elect to account
for the lease and non-lease components as a single lease component.
The Company as lessor
Rental income from operating lease is recognized on a straight-line basis over the term of the lease.
The Company as lessee
Except for payments for low-value asset leases and short-term leases (leases of machinery and equipment
and others) which are recognized as expenses on a straight-line basis, the Company recognizes right-of-use
assets and lease liabilities for all leases at the commencement date of the lease.
Right-of-use assets are measured at cost. The cost of right-of-use assets comprises the initial measurement
of lease liabilities adjusted for lease payments and initial direct costs made at or before the commencement date,
plus an estimate of costs needed to restore the underlying assets. Subsequent measurement is calculated as
cost less accumulated depreciation and accumulated impairment loss and adjusted for changes in lease
liabilities as a result of lease term modifications or other related factors. Right-of-use assets are presented
separately in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier
of the end of the useful lives of the right-of-use assets or the end of the lease terms. If the lease transfers
ownership of the underlying assets to the Company by the end of the lease terms or if the cost of right-of-use
assets reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use
assets from the commencement dates to the end of the useful lives of the underlying assets.
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
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are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted
for on a prospective basis.
Impairment of Tangible Assets, Right-of-use Assets and Intangible Assets
Goodwill
Goodwill is not amortized and instead is tested for impairment annually, or more frequently when there is an
indication that the cash generating unit may be impaired. For the purpose of impairment testing, goodwill is
allocated to each of the Company’s cash-generating units or groups of cash-generating units that are expected
to benefit from the synergies of the combination. If the recoverable amount of a cash-generating unit is less
than its carrying amount, the difference is allocated first to reduce the carrying amount of any goodwill
allocated to such cash generating unit and then to the other assets of the cash generating unit pro rata based
on the carrying amount of each asset in the cash generating unit. Any impairment loss for goodwill is
recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent
periods.
Tangible assets, right-of-use assets and other intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets (property,
plant and equipment), right-of-use assets and other intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible
to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of
the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can
be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are
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.
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In principle, payment term granted to customers is due 30 days from the invoice date or 15-30 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.
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.
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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.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the consolidated financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences, net operating loss carryforwards and
tax credits for research and development expenses to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, except where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred
tax assets arising from deductible temporary differences associated with such investments are only recognized
to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits
of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also reviewed
at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable
profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which
the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Company expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also
recognized in other comprehensive income or directly in equity, respectively.
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Government Grants
Government grants are not recognized until there is reasonable assurance that the Company will comply
with the conditions attaching to them and that the grants will be received.
Government grants whose primary condition is that the Company should purchase, construct or otherwise
acquire noncurrent assets (mainly including land use right and depreciable assets) are recognized as a
deduction from the carrying amount of the related assets and recognized as a reduced depreciation or
amortization charge in profit or loss over the contract period or useful lives of the related assets. Government
grants that are receivables as compensation for expenses already incurred are deducted from incurred
expenses in the period in which they become receivables.
5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
In the application of the aforementioned Company’s accounting policies, the Company is required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or
in the year of the revision and future years if the revision affects both current and future years.
Material 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.
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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
Money market funds
Repurchase agreements
Government bonds/Agency bonds
Commercial paper
Corporate bonds
December 31,
2023
December 31,
2022
$ 1,453,101,566 $ 1,327,884,602
1,406,792
1,133,310
2,451,570
9,566,430
371,379
10,898,720
1,346,719
50,787
29,961
-
$ 1,465,427,753 $ 1,342,814,083
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
Convertible preferred stocks
Forward exchange contracts
Convertible bonds
Mutual funds
Current
Noncurrent
Financial liabilities
Held for trading
Forward exchange contracts
December 31,
2023
December 31,
2022
$
$ 13,307,160
701,182
223,454
110,297
-
947,546
122,852
-
$ 14,342,093
$ 1,070,398
$
924,636
13,417,457
$ 1,070,398
-
$ 14,342,093
$ 1,070,398
$
121,412
$
116,215
The Company entered into forward exchange contracts to manage exposures due to fluctuations of foreign
exchange rates. These forward exchange contracts did not meet the criteria for hedge accounting. Therefore,
the Company did not apply hedge accounting treatment for these forward exchange contracts.
Outstanding forward exchange contracts consisted of the following:
December 31, 2023
Sell NT$
Sell US$
Sell JPY
December 31, 2022
Sell NT$
Sell US$
Sell RMB
Maturity Date
Contract Amount
(In Thousands)
January 2024
January 2024 to March 2024
January 2024
NT$ 26,251,763
US$ 1,112,000
JPY 20,000,000
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
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8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Investments in debt instruments at FVTOCI
Corporate bonds
Agency mortgage-backed securities
Government bonds/Agency bonds
Asset-backed securities
Investments in equity instruments at FVTOCI
Non-publicly traded equity investments
Publicly traded stocks
Current
Noncurrent
December 31,
2023
December 31,
2022
$ 79,605,567
37,959,691
22,338,901
9,898,766
149,802,925
$ 66,116,166
28,367,926
18,961,888
9,274,697
122,720,677
7,208,655
4,727,905
11,936,560
6,159,200
277,866
6,437,066
$ 161,739,485
$ 129,157,743
$ 154,530,830
7,208,655
$ 122,998,543
6,159,200
$ 161,739,485
$ 129,157,743
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, 2023 and 2022, as the Company adjusted its investment portfolio, equity
investments designated at FVTOCI were divested for NT$271,983 thousand and NT$561,600 thousand,
respectively. The related other equity-unrealized gain/loss on financial assets at FVTOCI of NT$151,944
thousand and NT$303,242 thousand were transferred to increase retained earnings, respectively.
As of December 31, 2023 and 2022, the cumulative loss allowance for expected credit loss of NT$ 47,311
thousand and NT$37,783 thousand was recognized under investments in debt instruments at FVTOCI,
respectively. Refer to Note 32 for information relating to the credit risk management and expected credit loss.
9. FINANCIAL ASSETS AT AMORTIZED COST
December 31,
2023
December 31,
2022
Corporate bonds
Commercial paper
Government bonds/Agency bonds
Less: Allowance for impairment loss
Current
Noncurrent
$ 113,851,856
18,387,835
13,803,559
$ 81,041,056
48,742,817
-
(56,439)
(82,662)
$ 145,960,588
$ 129,727,434
$ 66,761,221
79,199,367
$ 94,600,219
35,127,215
$ 145,960,588
$ 129,727,434
Refer to Note 32 for information relating to credit risk management and expected credit loss for financial
assets at amortized cost.
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10. HEDGING FINANCIAL INSTRUMENTS
Financial assets- current
Fair value hedges
Interest rate futures contracts
Financial liabilities- current
Fair value hedges
Interest rate futures contracts
Hedges of net investments in foreign operations
Bank loans
Fair value hedge
December 31,
2023
December 31,
2022
$
-
$
2,329
$
43,764
$
813
27,290,400
-
$ 27,334,164
$
813
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.
The following tables summarize the information relating to the hedges of interest rate risks.
December 31, 2023
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
Interest rate futures contracts - US Treasury
US$
48,600
March 2024
futures
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$
3,959,523
$
43,764
- 31 -
- 31 -
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)
The effect for the years ended December 31, 2023 and 2022 is detailed below:
Hedging Instruments/Hedged Items
Change in Value Used for
Calculating Hedge Ineffectiveness
Years Ended December 31
2023
2022
Hedging Instruments
Interest rate futures contracts - US Treasury futures
$ 20,478
$ 283,995
Hedged Items
Financial assets at FVTOCI
Cash flow hedge
(20,478)
(283,995)
$
-
$
-
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.
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,
2023 and 2022, refer to Note 20(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.
- 32 -
- 32 -
The effect for the years ended December 31, 2023 and 2022 is detailed below:
Hedging Instruments/Hedged Items
Change in Value Used for
Calculating Hedge
Ineffectiveness
Years Ended December 31
2023
2022
Hedging Instruments
Forward exchange contracts (capital expenditures)
Forward interest rate contracts (issuance of debts)
$
$
39,898
-
$
-
$ 1,379,119
Hedged Items
Forecast transaction (capital expenditures)
Forecast transaction (issuance of debts)
Hedges of net investments in foreign operations
$
$
(39,898)
-
$
-
$ (1,379,119)
TSMC has designated the bank loans denominated in foreign currency as a hedge of net investments in foreign
operations to manage its foreign currency risk arising from investment in overseas subsidiaries.
The main source of hedge ineffectiveness in these hedging relationships is driven by the material difference
between the notional amount of bank loans denominated in foreign currency and the net investment in foreign
operations. No other sources of ineffectiveness have emerged from these hedging relationships during the
hedging period. For the year ended December 31, 2023, refer to Note 20 (d) for gain or loss arising from
changes in the fair value of hedging instruments.
The following tables summarize the information relating to the hedges of net investments in foreign
operations.
December 31, 2023
Hedging Instruments
Contract
Amount
(In Thousands)
Annual
Interest Rate Maturity
Balance in
Other Equity
(Continuing
Hedges)
Bank loans
JPY124,500,000
0%
Due by April
2024
$
618,180
The effect for the years ended December 31, 2023 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Bank loans
Hedged Items
Net investments in foreign operations
- 33 -
- 33 -
Change in
Value Used for
Calculating
Hedge
Ineffectiveness
Year Ended
December 31,
2023
$ 618,180
$ (618,180)
11. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2023
December 31,
2022
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 196,434,151
(531,554)
195,902,597
5,411,317
$ 222,761,927
(331,646)
222,430,281
7,325,606
$ 201,313,914
$ 229,755,887
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 15-30 days from
the end of the month when the invoice is issued. Aside from recognizing impairment loss for credit-impaired
accounts receivable, the Company recognizes loss allowance based on the expected credit loss ratio of
customers by different risk levels with consideration of factors of historical loss ratios and customers’
financial conditions, competitiveness and business outlook. For accounts receivable past due over 90 days
without collaterals or guarantees, the Company recognizes loss allowance at full amount.
Aging analysis of notes and accounts receivable
Not past due
Past due
Past due within 30 days
Past due over 31 days
Less: Loss allowance
December 31,
2023
December 31,
2022
$ 183,188,499
$ 205,053,142
18,641,148
15,821
(531,554)
24,516,277
518,114
(331,646)
$ 201,313,914
$ 229,755,887
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
2023
2022
$ 331,646
199,922
(14)
$ 347,020
(15,449)
75
$ 531,554
$ 331,646
For the years ended December 31, 2023 and 2022, the changes in loss allowance were mainly due to the
variations in the balance of accounts receivable of different risk levels.
- 34 -
- 34 -
12. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2023
December 31,
2022
$ 34,511,032
156,498,469
38,818,273
21,169,314
$ 54,818,402
125,661,912
20,389,115
20,279,719
$ 250,997,088
$ 221,149,148
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. The amounts are illustrated below:
Net inventory losses
$ 3,494,638
$ 4,689,112
Years Ended December 31
2023
2022
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,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Vanguard International
Manufacturing, sales, packaging,
Hsinchu, Taiwan
$ 13,590,430
$ 13,492,653
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
9,728,801
8,934,731
Taoyuan, Taiwan
3,759,701
3,528,417
Hsinchu, Taiwan
2,537,706
1,666,651
New Taipei, Taiwan
-
19,053
39%
41%
35%
-
39%
41%
35%
28%
$ 29,616,638
$ 27,641,505
Due to the decrease in shareholding to 17%, the Company consequently ceased to have significant influence
over Mutual-Pak. Therefore, the investment in Mutual-Pak was classified as financial assets at FVTOCI
starting November 2023.
As of December 31, 2023 and 2022, 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 are summarized as follows. The closing price represents the quoted price in active markets,
the level 1 fair value measurement.
- 35 -
- 35 -
Name of Associate
GUC
VIS
Xintec
14. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
Assets used by the Company
December 31,
2023
December 31,
2022
$ 81,236,875
$ 37,834,215
$ 14,188,445
$ 29,926,918
$ 35,977,321
$ 10,716,449
December 31,
2023
December 31,
2022
$ 3,064,424,259 $ 2,693,815,688
21,282
50,725
$ 3,064,474,984 $ 2,693,836,970
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2023
Additions (deductions)
Disposals or retirements
Transfers from right-of-use assets
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
$
7,661,817
-
-
-
-
-
$ 637,046,949
182,033,268
$ 4,295,942,530
1,120,848,716
$
(585,487 )
(28,525,908 )
85,028,040
18,205,541
(3,325,297 )
-
-
-
4,444
80,370
(71,078 )
(3,293,426 )
$ 1,336,842,608
(423,568,764 )
-
-
-
-
$ 6,362,521,944
897,518,761
(32,436,692 )
4,444
80,370
(71,078 )
(9,072,294 )
-
-
-
Effect of exchange rate changes
(39,820 )
(671,755 )
(83,200 )
(4,984,093 )
Balance at December 31, 2023
$
7,621,997
$ 817,822,975
$ 5,384,985,648
$
99,825,084
$ 908,289,751
$ 7,218,545,455
Accumulated depreciation
and impairment
Balance at January 1, 2023
Additions
Disposals or retirements
Transfers from right-of-use assets
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
Effect of exchange rate changes
$
556,161
1,315
-
-
-
-
598
$ 342,938,359
45,052,891
(582,993 )
$ 3,264,880,880
463,825,315
(27,407,731 )
$
59,540,116
10,586,695
(3,324,247 )
$
-
-
-
(394,346 )
1,851
53,537
(45,731 )
(2,299,629 )
-
-
-
(52,585 )
790,740
-
-
-
$ 3,668,706,256
519,466,216
(31,314,971 )
1,851
-
-
-
53,537
(45,731 )
(2,745,962 )
Balance at December 31, 2023
$
558,074
$ 387,013,911
$ 3,699,008,492
$
66,749,979
$
790,740
$ 4,154,121,196
Carrying amounts at December 31,
2023
Cost
Balance at January 1, 2022
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
Effect of exchange rate changes
$
7,063,923
$ 430,809,064
$ 1,685,977,156
$
33,075,105
$ 907,499,011
$ 3,064,424,259
$
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
(Continued)
- 36 -
- 36 -
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Accumulated depreciation
and impairment
Balance at January 1, 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
$
7,105,656
$ 294,108,590
$ 1,031,061,650
$
25,487,924
$ 1,336,051,868
$ 2,693,815,688
(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, the Company recognized an impairment loss of NT$790,740 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 23.
15. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery and equipment
Office equipment
December 31,
2023
December 31,
2022
$ 37,437,179
2,946,008
-
41,643
$ 38,525,856
3,356,700
2,965
28,615
$ 40,424,830
$ 41,914,136
Years Ended December 31
2023
2022
Additions to right-of-use assets
$ 2,145,431
$ 12,610,664
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
$ 2,459,068
976,097
369
23,434
$ 2,119,828
928,726
863
23,588
$ 3,458,968
$ 3,073,005
- 37 -
- 37 -
b. Lease liabilities
Carrying amounts
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion
Ranges of discount rates for lease liabilities are as follows:
Land
Buildings
Machinery and equipment
Office equipment
c. Material terms of right-of-use assets
December 31,
2023
December 31,
2022
$ 2,810,551
28,681,835
$ 2,603,504
29,764,097
$ 31,492,386
$ 32,367,601
December 31,
2023
December 31,
2022
0.39%-2.30%
0.57%-6.52%
-
0.28%-7.13%
0.39%-2.30%
0.39%-5.63%
0.71%
0.28%-4.71%
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
$ 1,215,147
$ 4,731,087
Total cash outflow for leases
$ 4,916,886
$ 7,618,290
Years Ended December 31
2023
2022
16. INTANGIBLE ASSETS
Cost
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Balance at January 1, 2023
Additions
Disposals or retirements
Effect of exchange rate changes
$
5,791,821
-
-
4,617
$ 25,759,019
461,089
-
1,243
$ 48,675,794
4,947,364
(4,289,185 )
(16,942 )
$ 11,701,892
621,312
-
24,230
$ 91,928,526
6,029,765
(4,289,185 )
13,148
Balance at December 31, 2023
$
5,796,438
$ 26,221,351
$ 49,317,031
$ 12,347,434
$ 93,682,254
(Continued)
- 38 -
- 38 -
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Accumulated amortization and
impairment
Balance at January 1, 2023
Additions
Disposals or retirements
Effect of exchange rate changes
$
-
-
-
-
$ 17,696,437
2,792,353
-
1,280
$
$ 38,838,394
5,308,109
(4,289,152 )
(10,680 )
9,394,540
1,157,788
-
26,441
$ 65,929,371
9,258,250
(4,289,152 )
17,041
Balance at December 31, 2023
$
-
$ 20,490,070
$ 39,846,671
$ 10,578,769
$ 70,915,510
Carrying amounts at December 31, 2023
$
5,796,438
$
5,731,281
$
9,470,360
$
1,768,665
$ 22,766,744
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
(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 9.0% and 8.7% in its test of impairment as of December 31, 2023 and 2022,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2023 and 2022, the Company did not recognize any impairment loss on
goodwill.
17. BONDS PAYABLE
Domestic unsecured bonds
Overseas unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2023
December 31,
2022
$ 447,194,000
476,578,500
$ 379,526,000
476,051,500
(3,141,061)
(18,100,000)
(2,874,947)
(6,997,710)
$ 913,899,843
$ 834,336,439
- 39 -
- 39 -
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
109-5
-
C
C
B
E
F
A
B
C
A
B
C
A
B
C
A
B
C
A
October 2012 to
October 2022
January 2013 to
January 2023
February 2013 to
February 2023
July 2013 to July
2023
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
5,400,000
2.05%
The same as above
2,600,000
2.10%
The same as above
3,000,000
0.58%
The same as above
10,500,000
0.62%
The same as above
10,500,000
0.64%
The same as above
5,900,000
0.52%
The same as above
10,400,000
0.58%
The same as above
5,300,000
0.60%
The same as above
4,500,000
0.55%
The same as above
May 2020 to May
7,500,000
0.60%
The same as above
2027
May 2020 to May
2,400,000
0.64%
The same as above
2030
July 2020 to July
5,700,000
0.58%
2025
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
4,800,000
0.50%
The same as above
(Continued)
- 40 -
- 40 -
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
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
D
A
B
C
D
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
$ 8,000,000
0.58%
2,800,000
0.60%
Two equal installments in
last two years; interest
payable annually
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
October 2021 to
October 2028
October 2021 to
October 2031
- 41 -
- 41 -
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
(Continued)
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
110-7
111-1
(Green bond)
111-2
111-3
(Green bond)
111-4
(Green bond)
111-5
111-6
(Green bond)
112-1
(Green bond)
A
B
C
A
B
A
B
C
-
A
B
C
D
A
B
C
D
A
B
C
A
B
C
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
$ 7,700,000
0.65%
Bullet repayment; interest
3,500,000
payable annually
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
March 2023 to
March 2028
March 2023 to
March 2030
March 2023 to
March 2033
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
12,200,000
1.54%
The same as above
2,300,000
1.60%
The same as above
4,800,000
1.78%
The same as above
(Continued)
- 42 -
- 42 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
112-2
(Green bond)
112-3
112-4
112-5
A
B
C
A
B
C
A
B
C
A
B
May 2023 to May
$ 13,100,000
1.60%
Bullet repayment; interest
2028
May 2023 to May
2,300,000
1.65%
2030
payable annually
The same as above
May 2023 to May
5,300,000
1.82%
The same as above
2033
June 2023 to June
11,400,000
1.60%
The same as above
2028
June 2023 to June
2,600,000
1.65%
The same as above
2030
June 2023 to June
6,000,000
1.80%
The same as above
2033
August 2023 to
August 2028
August 2023 to
August 2030
August 2023 to
August 2033
October 2023 to
October 2028
October 2023 to
October 2033
7,300,000
1.60%
The same as above
700,000
1.65%
The same as above
7,900,000
1.76%
The same as above
4,300,000
1.62%
The same as above
5,500,000
1.76%
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
The major terms of overseas unsecured bonds are as follows:
Issuance Period
September 2020 to
September 2025
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
US$ 1,000,000
0.75%
Bullet repayment (callable at any
time, in whole or in part, at the
relevant redemption price
according to relevant
agreements); interest payable
semi-annually
(Continued)
- 43 -
- 43 -
Issuance Period
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$ 750,000
1.00%
1,250,000
1.375%
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
1,100,000
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
18. LONG-TERM BANK LOANS
Unsecured loans
Less: Discounts on government grants
Less: Current portion
Loan content
Annual interest rate
Maturity date
(Concluded)
December 31,
2023
December 31,
2022
$ 6,706,389
(27,868)
(2,295,556)
$ 6,013,333
(39,397)
(1,213,889)
$ 4,382,965
$ 4,760,047
1.15%-1.35%
Due by December
1.03%-1.23%
Due by December
2027
2027
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.
- 44 -
- 44 -
19. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant
to the Act, TSMC and VisEra Tech have made monthly contributions equal to 6% of each employee’s
monthly salary to employees’ pension accounts. Furthermore, TSMC North America, TSMC Europe,
TSMC Japan, TSMC JDC, TSMC 3DIC, TSMC China, TSMC Nanjing, TSMC Arizona, JASM, TSMC
Technology and TSMC Canada also make monthly contributions at certain percentages of the basic salary
of their employees. Accordingly, the Company recognized expenses of NT$5,365,458 thousand and
NT$4,550,387 thousand for the years ended December 31, 2023 and 2022, 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 (gain) loss arising from changes in financial
assumptions
Components of defined benefit costs recognized in other
comprehensive income
Years Ended December 31
2023
2022
$
$
139,101
142,291
281,392
134,376
74,265
208,641
(16,252)
68,342
(429,948)
1,413,760
571,266
(160,752)
623,356
823,060
Total
$
904,748
$ 1,031,701
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
- 45 -
- 45 -
Years Ended December 31
2023
2022
$ 182,333
76,120
19,248
3,691
$ 135,125
55,632
15,129
2,755
$ 281,392
$ 208,641
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2023
December 31,
2022
Present value of defined benefit obligation
Fair value of plan assets
$ 17,995,066
(8,737,842)
$ 17,483,951
(8,162,860)
Net defined benefit liability
$ 9,257,224
$ 9,321,091
Movements in the present value of the defined benefit obligation were as follows:
Balance, beginning of year
Current service cost
Interest expense
Remeasurement:
Actuarial loss arising from experience adjustments
Actuarial (gain) loss arising from changes in financial
assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
Years Ended December 31
2023
2022
$ 17,483,951
139,101
303,970
$ 16,585,442
134,376
120,791
68,342
1,413,760
571,266
(556,455)
(15,109)
(160,752)
(585,343)
(24,323)
Balance, end of year
$ 17,995,066
$ 17,483,951
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2023
2022
$ 8,162,860
161,679
$ 5,548,563
46,526
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
16,252
953,506
(556,455)
429,948
2,723,166
(585,343)
Balance, end of year
$ 8,737,842
$ 8,162,860
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,
2023
December 31,
2022
$ 1,351,744
4,998,919
2,387,179
$ 1,337,893
4,696,909
2,128,058
$ 8,737,842
$ 8,162,860
- 46 -
- 46 -
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,
2023
December 31,
2022
1.40%
4.00%
1.80%
4.00%
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$757,663 thousand
and NT$766,692 thousand as of December 31, 2023 and 2022, 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$735,167 thousand and NT$746,933 thousand as of December 31, 2023 and 2022, 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$991,646 thousand to the defined benefit plans in the
next year starting from December 31, 2023. The weighted average duration of the defined benefit
obligation is 8 years.
- 47 -
- 47 -
20. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2023
December 31,
2022
28,050,000
$ 280,500,000
25,932,071
$ 259,320,710
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
The par value of issued common shares is NT$10 per share. A holder of common shares has one vote for
each common share and is entitled to receive dividends.
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock
options.
On March 1, 2023 and March 1, 2022, the Company issued employee restricted stock awards (RSAs) for
its employees in a total of 2,110 thousand shares and 1,387 thousand shares, respectively, with a par value
of NT$10 per share. The aforementioned issuance of new shares was approved by the relevant authority
and the registration has been completed.
During the first quarter of 2023, TSMC reclaimed 419 thousand employee restricted shares that were
unvested. On May 9, 2023, TSMC’s Board of Directors resolved to cancel the aforementioned shares.
Subsequently, TSMC completed the registration for share cancellation. Refer to Note 27 for information
on RSAs.
On May 10, 2022, TSMC’s Board of Directors resolved to cancel 1,387 thousand treasury shares. Refer
to Note 20 (e) for information.
As of December 31, 2023, TSMC’s total issued and outstanding ADSs were 1,063,103 thousand units,
representing 5,315,513 thousand common shares.
b. Capital surplus
The categories of uses and the sources of capital surplus based on regulations were as follows:
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
December 31,
2023
December 31,
2022
$ 24,406,854
22,803,291
8,892,371
$ 24,183,645
22,803,291
8,892,371
8,406,282
11,275
8,406,282
11,275
(Continued)
- 48 -
- 48 -
December 31,
2023
December 31,
2022
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
$ 4,199,936
302,396
70,093
$ 4,229,892
311,863
53,680
May not be used for any purpose
Employee restricted shares
783,883
438,029
$ 69,876,381
$ 69,330,328
(Concluded)
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
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 an additional special capital
reserve equivalent to the net debit balance of the other components of stockholders’ equity, such as the
accumulated balance of the foreign currency translation reserve, the effectiveness of hedges of net
investments in foreign operations, 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 2023, 2022 and 2021 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 2023
February 6,
2024
of 2023
November 14,
2023
of 2023
August 8,
2023
of 2023
May 9,
2023
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 28,020,822
$ 90,762,248
3.50
$
- 49 -
$ (17,228,363) $
$ 90,762,248
3.50
$
$ 77,796,213
3.00
$
(6,365,562) $
3,273,452
$ 77,796,213
3.00
$
- 49 -
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
$
$ (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 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
$
The special capital reserve for 2023 is to be presented for approval in TSMC’s shareholders’ meeting to
be held on June 4, 2024 (expected).
The quarterly cash dividends per share is affected by the subsequent number of outstanding ordinary
shares, the information of the actual payout is available at the Market Observation Post System website.
d. Others
Changes in others were as follows:
Year Ended December 31, 2023
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
$ (11,743,301 ) $ (10,056,353 ) $ 1,479,181
$
(185,153 ) $ (20,505,626 )
foreign operations
(14,255,586 )
Gain (Loss) on hedging instruments
designated as hedges of net investments in
foreign operations
Unrealized gain (loss) on financial assets at
618,180
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 and hedged
item affects profit or loss
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
-
-
1,953,138
3,639,779
(151,944 )
473,897
9,525
-
-
-
-
-
-
-
-
-
-
-
(34,837 )
(45,181 )
-
-
-
-
-
-
-
-
-
-
-
-
(14,255,586 )
-
-
-
-
-
-
-
-
(585,968 )
477,687
618,180
1,953,138
3,639,779
(151,944 )
473,897
9,525
(34,837 )
(45,181 )
(585,968 )
477,687
92,705
(25 )
63,938
-
32,055
(25 )
(3,288 )
-
-
-
Balance, end of year
$ (25,316,769 ) $ (4,099,928 ) $ 1,395,875
$
(293,434 ) $ (28,314,256 )
- 50 -
- 50 -
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 and hedged
item affects profit or loss
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 )
-
-
(451,899 )
266,746
550,338
-
38,696
(79 )
76,307
6,036
-
-
-
-
-
-
-
-
-
-
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
Balance, end of year
$ (11,743,301 ) $ (10,056,353 ) $ 1,479,181
$
(185,153 ) $ (20,505,626 )
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 the aforementioned 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. Subsequently, TSMC completed the registration for share
cancellation.
21. NET REVENUE
a. Disaggregation of revenue from contracts with customers
Product
Wafer
Others
Years Ended December 31
2023
2022
$ 1,882,518,080 $ 1,991,855,947
272,035,345
279,217,761
$ 2,161,735,841 $ 2,263,891,292
- 51 -
- 51 -
Geography
Taiwan
United States
China
Japan
Europe, the Middle East and Africa
Others
Years Ended December 31
2023
2022
$ 149,777,343 $ 210,470,783
1,408,841,921 1,493,328,765
245,168,746
119,099,336
123,767,140
72,056,522
267,154,140
132,072,000
117,348,237
86,542,200
$ 2,161,735,841 $ 2,263,891,292
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
3-nanometer
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
2023
2022
$ 934,768,625 $ 932,383,729
888,879,250
196,114,987
116,380,987
56,158,772
73,973,567
814,914,287
161,916,543
133,654,276
46,999,803
69,482,307
$ 2,161,735,841 $ 2,263,891,292
Years Ended December 31
2023
2022
$ 108,045,275 $
629,300,387
357,247,365
23,332
191,306,073
10,359,042
186,924,916
114,667,360
107,425,400
25,642,010
47,149,333
86,614,213
17,813,374
-
508,689,881
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
$ 1,882,518,080 $ 1,991,855,947
December 31,
2023
December 31,
2022
January 1,
2022
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 52,736,430
$ 70,806,617
$ 39,762,588
- 52 -
- 52 -
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$69,598,265 thousand and NT$38,433,111 thousand for the years ended December 31, 2023 and 2022,
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,
2023
December 31,
2022
$ 114,639,514
163,655,128
$ 107,723,580
168,399,207
$ 278,294,642
$ 276,122,787
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, 2023 and 2022, the aforementioned
refund liabilities amounted to NT$37,847,605 thousand and NT$53,078,351 thousand (classified under
accrued expenses and other current liabilities), respectively.
22. INTEREST INCOME
Interest income
Cash and cash equivalents
Financial assets at amortized cost
Financial assets at FVTOCI
23. FINANCE COSTS
Interest expense
Corporate bonds
Lease liabilities
Bank loans
Others
Less: Capitalized interest under property, plant and equipment
- 53 -
- 53 -
Years Ended December 31
2023
2022
$ 49,740,006
6,363,684
4,190,211
$ 17,831,257
2,008,611
2,582,341
$ 60,293,901
$ 22,422,209
Years Ended December 31
2023
2022
$ 17,848,916
382,041
95,366
2,755
(6,329,718)
$ 14,116,112
267,050
32,017
1,673
(2,666,868)
$ 11,999,360
$ 11,749,984
Information about capitalized interest is as follows:
Capitalization rate
1.08%-3.36%
0.56%-3.36%
Years Ended December 31
2023
2022
24. OTHER GAINS AND LOSSES, NET
Loss on disposal of financial assets, net
Investments in debt instruments at FVTOCI
Gain on disposal of investments accounted for using equity method,
net
Gain (loss) on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
The accrual of expected credit loss of financial assets
Investments in debt instruments at FVTOCI
Financial assets at amortized cost
Other gains, net
25. INCOME TAX
a. Income tax expense recognized in profit or loss
Income tax expense consisted of the following:
Current income tax expense
Current tax expense recognized in the current year
Income tax adjustments on prior years
Other income tax adjustments
Deferred income tax expense (benefit)
The origination and reversal of temporary differences
Investment tax credits
Years Ended December 31
2023
2022
$
(473,897)
$
(410,076)
15,758
-
6,523,084
(622,537)
(9,525)
(26,220)
932,379
(909)
(51,442)
72,766
$ 6,961,579
$ (1,012,198)
Years Ended December 31
2023
2022
$ 136,931,127
92,331
244,358
137,267,816
$ 147,685,403
(563,555)
206,136
147,327,984
3,210,032
925,959
4,135,991
(24,714,488)
4,676,707
(20,037,781)
Income tax expense recognized in profit or loss
$ 141,403,807
$ 127,290,203
- 54 -
- 54 -
A reconciliation of income before income tax and income tax expense recognized in profit or loss was as
follows:
Years Ended December 31
2023
2022
Income before tax
$ 979,171,324 $ 1,144,190,718
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible (deductible) items in determining taxable
income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
Additional income tax on unappropriated earnings
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 197,906,699 $ 231,799,774
(7,613,159)
-
-
9,468,943
3,210,032
(61,905,397)
141,067,118
92,331
244,358
12,286,136
(157,955,934)
61,578,020
-
(24,714,488)
4,654,114
127,647,622
(563,555)
206,136
Income tax expense recognized in profit or loss
$ 141,403,807 $ 127,290,203
For the years ended December 31, 2023 and 2022, 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,
2023
December 31,
2022
$ 41,094,712
9,414,971
7,100,019
2,771,188
1,729,672
489,609
19,079
1,556,537
$ 45,299,310
12,089,451
5,782,345
2,305,328
1,722,005
361,241
945,038
681,124
$ 64,175,787
$ 69,185,842
$
(53,856) $ (1,031,383)
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Unrealized exchange losses
Unrealized loss on inventories
Net defined benefit liability
Deferred compensation cost
Investment tax credits
Others
Deferred income tax liabilities
Temporary differences
Others
- 55 -
- 55 -
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Unrealized exchange losses
Unrealized loss on inventories
Net defined benefit liability
Deferred compensation cost
Investment tax credits
Others
Deferred income tax liabilities
Temporary differences
Others
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
Year Ended December 31, 2023
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
$ 45,299,310
12,089,451
5,782,345
2,305,328
1,722,005
361,241
945,038
681,124
$ (4,197,221 ) $
(2,673,474 )
1,317,674
466,186
(117,004 )
129,852
(925,959 )
887,134
$
-
-
-
-
124,671
-
-
(25 )
(326 )
(7,377 ) $ 41,094,712
9,414,971
(1,006 )
7,100,019
-
2,771,188
1,729,672
489,609
19,079
1,556,537
-
(1,484 )
-
(11,696 )
$ 69,185,842
$ (5,112,812 ) $
124,646
$
(21,889 ) $ 64,175,787
$ (1,031,383 ) $
976,821
$
-
$
706
$
(53,856 )
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 )
c. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2023 and 2022, the aggregate deductible temporary differences for which no deferred
income tax assets have been recognized amounted to NT$52,686,244 thousand and NT$26,790,935
thousand, respectively.
d. Unused tax-exemption information
As of December 31, 2022, the profits generated from the following project of TSMC are exempt from
income tax for a five-year period:
Construction and expansion of 2009 by TSMC
2018 to 2022
Tax-exemption Period
- 56 -
- 56 -
e. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2023 and 2022, the aggregate taxable temporary differences associated with
investments
to
income
NT$254,182,901 thousand and NT$222,682,649 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 2021. All investment tax credit
adjustments assessed by the tax authorities have been recognized accordingly.
26. 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
2023
2022
$ 32.34
$ 32.34
$ 39.20
$ 39.20
Years Ended December 31
2023
2022
$ 838,497,664 $ 1,016,530,249
25,929,223
$
32.34 $
25,929,190
39.20
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)
$ 838,497,664 $ 1,016,530,249
25,929,223
44
25,929,190
193
25,929,267
$
32.34 $
25,929,383
39.20
27. SHARE-BASED PAYMENT ARRANGEMENTS
a. Equity-settled share-based payment- RSAs
The RSAs in each year are as follows:
Resolution Date of TSMC’s shareholders in its
June 6, 2023
June 8, 2022
July 26, 2021
2023 RSAs
2022 RSAs
2021 RSAs
meeting
Resolution Date of TSMC’s Board of Directors in
its meeting
Issuance of stocks (in thousands)
Eligible employees
Grant date/Issuance date
February 6, 2024
February 14, 2023 February 15, 2022
2,960
2,110
Executive officers Executive officers Executive officers
March 1, 2024
March 1, 2022
March 1, 2023
1,387
- 57 -
- 57 -
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 and People Development Committee
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%
4) 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.
5) Details of granted RSAs in each year are as follows:
Balance, beginning of year
Issuance of stocks
Vested shares
Canceled shares
Balance, end of year
2022 RSAs
Number of
Shares
(In Thousands)
2021 RSAs
Number of
Shares
(In Thousands)
-
2,110
-
-
2,110
1,387
-
(274)
(419)
694
Weighted-average fair value of RSAs (in dollars)
$ 277.71
$ 325.81
- 58 -
- 58 -
The RSAs in each year are measured at fair value at grant date by using the binominal tree approach.
Relevant information is as follows:
2022 RSAs
March 1, 2023
2021 RSAs
March 1, 2022
Stock price at measurement date (in dollars)
Expected price volatility
Expected life
Risk-free interest rate
$
29.34%-32.11%
511 $
604
25.34%-28.28%
1-3 years
0.57%
1-3 years
1.06%
Refer to Note 28 for the compensation costs of the RSAs recognized by TSMC.
On February 6, 2024, TSMC’s Board of Directors approved the issuance of RSAs for year 2024 of
no more than 4,185 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.
b. Cash-settled share-based payment arrangements
The cash-settled share-based payment arrangements in each year are as follows:
2023 Plan
2022 Plan
2021 Plan
Resolution Date of TSMC’s Board of
February 6, 2024 February 14,
February 15,
Directors in its meeting
Issuance of units (in thousands) (Note)
Grant date
2023
2022
550
March 1, 2024
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:
Years Ended December 31
2023
2022 Plan
2021 Plan
2022
2021 Plan
Stock price at measurement date (in dollars)
Expected price volatility
Residual life
Risk-free interest rate
593 $
451
$
24.76%-29.05% 24.76%-29.05% 28.80%-32.19%
1-3 years
1.09%
1-2 years
1.14%
1-3 years
1.15%
593 $
Refer to Note 28 for the compensation costs of the cash-settled share-based payment recognized by TSMC.
As of December 31, 2023 and 2022, the liabilities under cash-settled share-based payment arrangement
amounted to NT$62,695 thousand and NT$30,757 thousand, respectively.
- 59 -
- 59 -
28. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
a. Depreciation of property, plant and equipment and right-of-use
assets
Recognized in cost of revenue
Recognized in operating expenses
Recognized in other operating income and expenses
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
c. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Share-based payments
Equity-settled
Cash-settled
Years Ended December 31
2023
2022
$ 492,827,379
30,097,805
7,487
$ 399,638,755
28,850,463
8,961
$ 522,932,671
$ 428,498,179
$
6,538,107
2,720,143
$
6,086,246
2,669,848
$
9,258,250
$
8,756,094
$
$
5,365,458
281,392
5,646,850
4,550,387
208,641
4,759,028
483,050
61,329
544,379
302,348
32,704
335,052
Other employee benefits
233,517,335
234,367,880
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 239,708,564
$ 239,461,960
$ 133,334,667
106,373,897
$ 139,361,369
100,100,591
$ 239,708,564
$ 239,461,960
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
$ 50,090,533
$ 60,702,047
- 60 -
- 60 -
Years Ended December 31
2023
2022
TSMC’s profit sharing bonus to employees and compensation to directors for 2023, 2022 and 2021 had been
approved by the Board of Directors of TSMC, as illustrated below:
Resolution Date of TSMC’s Board of
Directors in its meeting
2023
Years Ended December 31
2022
February 6, February 14, February 15,
2023
2024
2021
2022
Profit sharing bonus to employees
Compensation to directors
$ 50,090,533
$
551,955
$ 60,702,047
$
690,128
$ 35,601,449
487,537
$
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2023, 2022 and 2021, 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.
29. 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, 2023 and 2022, TSMC received a total of NT$47,545,898
thousand and NT$7,051,432 thousand as government grants respectively.
30. CASH FLOW INFORMATION
a. Non-cash transactions
Years Ended December 31
2022
2023
Additions of financial assets at FVTOCI
Discontinuation of significant influence from investment accounted for
$
62,779,060
$
45,126,181
using the equity method
Conversion of convertible bonds into equity securities
Changes in accrued expenses and other current liabilities
(10,728)
(145,144)
128,814
-
-
9,440,544
Payments for acquisition of financial assets at FVTOCI
$
62,752,002
$
54,566,725
Disposal of financial assets at FVTOCI
Changes in other financial assets
$
35,346,897
351,678
$
43,130,926
1,832,441
Proceeds from disposal of financial assets at FVTOCI
$
35,698,575
$
44,963,367
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
$ 897,557,179
44,431
(78,034)
$ 1,139,892,108
5,730,104
(275,564)
(60,638,244)
630,594
-
(2,666,868)
40,750,228
17,832,841
39,898
(6,329,718)
Payments for acquisition of property, plant and equipment
$ 949,816,825
$ 1,082,672,130
- 61 -
- 61 -
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1,
2023
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2023
Non-cash Changes
Hedging financial
liabilities- bank loans
$
-
Bonds payable
Long-term bank loans
Lease liabilities
852,436,439
5,973,936
32,367,601
$ 27,908,580 $
67,511,319
693,056
(3,228,219 )
(618,180 ) $
587,758
-
(31,765 )
- $
-
-
2,002,728
- $ 27,290,400
362,037 920,897,553
6,678,521
31,492,386
11,529
382,041
Total
$ 890,777,976 $ 92,884,736 $
(62,187 ) $
2,002,728 $
755,607 $ 986,358,860
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
Note: Other changes include amortization of bonds payable, amortization of long-term bank loan interest subsidy, financial
cost of lease liabilities and discounts on short-term loans.
31. CAPITAL MANAGEMENT
The objective of the Company’s capital management is to maintain a capital structure that ensures liquidity
and supports a solid investment grade credit rating. The capital structure includes both debt and equity. The
Company adjusts its capital structure mainly through changes in the level of debt and adjustments of dividend
payout to shareholders.
The Company’s capital management policy remained unchanged in 2023. TSMC’s current credit ratings are
AA- from Standard & Poor’s and Aa3 from Moody’s, same as those as of December 31, 2022.
32. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
Financial assets
FVTPL (Note 1)
FVTOCI (Note 2)
Hedging financial assets
Amortized cost (Note 3)
Financial liabilities
FVTPL (Note 4)
Hedging financial liabilities
Amortized cost (Note 5)
December 31,
2023
December 31,
2022
$
1,070,398
14,342,093 $
136,483,349
167,150,802
2,329
-
1,842,412,631 1,727,306,556
$ 2,023,905,526 $ 1,864,862,632
$
121,412 $
116,215
813
1,741,356,555 1,669,270,659
27,334,164
$ 1,768,812,131 $ 1,669,387,687
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- 62 -
Note 1: Financial assets mandatorily measured at FVTPL.
Note 2: Including notes and accounts receivable (net), equity and debt investments.
Note 3: Including cash and cash equivalents, financial assets at amortized cost, notes and accounts
receivable (including related parties), other receivables, refundable deposits and temporary
payments (including those classified under other current assets and other noncurrent assets).
Note 4: Held for trading.
Note 5: Including 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 and Risk Committee 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 and equity investments 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 and non-derivative financial instruments, such as
currency forwards, currency swaps and bank loans denominated in foreign currency, to protect against
currency exchange rate risks associated with non-NT dollar-denominated assets and liabilities, certain
forecasted transactions, and net investments in foreign operations. 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, 2023 and 2022, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$891,039 thousand and NT$1,704,553 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.
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- 63 -
The majority of the Company’s fixed income investments are fixed-rate securities, which are classified
as financial assets at FVTOCI and amortized cost. Those classified as FVTOCI may have their fair value
adversely affected due to an increase in interest rates, but for those classified as amortized cost, their
carrying amount will not be affected by changes in interest rates. At the same time, if interest rates fall,
cash and cash equivalents 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$3,841,994 thousand and NT$3,831,326
thousand for the years ended December 31, 2023 and 2022, respectively.
The majority of the Company’s 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 mutual funds and equity price risk arising from financial assets at FVTPL
and FVTOCI.
Assuming a hypothetical decrease of 10% in prices of the mutual funds and equity investments at the end
of the reporting period, the net income would have decreased by NT$1,073,397 thousand for the year
ended December 31, 2023, and the other comprehensive income would have decreased by NT$954,925
thousand and NT$631,530 thousand for the years ended December 31, 2023 and 2022, respectively.
d. Credit risk management
Credit risk refers to the risk that a counterparty may 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, 2023 and 2022, the Company’s ten largest customers accounted for 91% and 82%
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
- 64 -
- 64 -
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
recognition by reviewing changes in external credit ratings, financial market conditions and material
information of the issuers.
The Company assesses the 12-month expected credit loss and lifetime expected credit loss based on the
probability of default and loss given default provided by external credit rating agencies. The current credit
risk assessment policies are as follows:
Category
Description
Basis for Recognizing
Expected Credit Loss
Expected
Credit Loss
Ratio
Performing
Credit rating is investment grade on
12 months expected credit
0-0.1%
Doubtful
Credit rating is non-investment grade
Lifetime expected credit
valuation date
loss
In default
Credit rating is CC or below on
on valuation date
Write-off
valuation date
There is evidence indicating that the
debtor is in severe financial
difficulty and the Company has no
realistic prospect of recovery
loss-not credit impaired
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the years ended December 31, 2023 and 2022, the expected credit loss increased NT$35,751 thousand
and NT$57,936 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, 2023
Non-derivative financial liabilities
Hedging financial liabilities-bank
loans
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
$
27,290,400
$
57,293,057
171,484,616
241,118,948
24,890,500
2,371,296
$
-
-
-
$
-
-
-
-
-
-
$
27,290,400
57,293,057
171,484,616
-
224,062,937
3,889,029
-
303,525,276
585,094
-
583,364,167
-
241,118,948
1,135,842,880
6,845,419
3,181,651
-
527,630,468
5,248,337
165,188,432
398,388,735
4,662,868
6,303,135
315,076,373
21,754,375
2,908,666
608,027,208
34,847,231
174,400,233
1,849,122,784
(Continued)
- 65 -
- 65 -
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
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
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$
64,826,427
$
(65,384,000 )
(557,573 )
$
-
-
-
$
-
-
-
$
-
-
-
64,826,427
(65,384,000 )
(557,573 )
$ 527,072,895
$ 398,388,735
$ 315,076,373
$ 608,027,208
$ 1,848,565,211
$
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
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
(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, 2023
Lease liabilities
$ 10,197,521
$
7,121,539
$
4,117,107
$
318,208
$ 21,754,375
December 31, 2022
Lease liabilities
$ 10,241,734
$
7,329,012
$
4,233,886
$
784,485
$ 22,589,117
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;
- 66 -
- 66 -
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, 2023
Financial assets at FVTPL
Mandatorily measured at FVTPL
Convertible preferred stocks
Forward exchange contracts
Convertible bonds
Mutual funds
$
$
Financial assets at FVTOCI
Investments in debt instruments
Corporate bonds
Agency mortgage-backed
$
securities
Government bonds/Agency
bonds
Asset-backed securities
Investments in equity instruments
Non-publicly traded equity
investments
Publicly traded stocks
Notes and accounts receivable, net
-
-
-
-
-
-
-
22,091,087
-
-
4,727,905
-
$
-
701,182
-
-
$ 13,307,160
-
223,454
110,297
$ 13,307,160
701,182
223,454
110,297
$
701,182
$ 13,640,911
$ 14,342,093
$ 79,605,567
$
37,959,691
247,814
9,898,766
-
-
5,411,317
-
-
-
-
7,208,655
-
-
$ 79,605,567
37,959,691
22,338,901
9,898,766
7,208,655
4,727,905
5,411,317
$ 26,818,992
$ 133,123,155
$
7,208,655
$ 167,150,802
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
121,412
$
-
$
121,412
Hedging financial liabilities
Fair value hedges
Interest rate futures contracts
$
43,764
$
-
$
-
$
43,764
- 67 -
- 67 -
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 mortgage-backed
$
securities
Government bonds/Agency
bonds
Asset-backed securities
Investments in equity instruments
Non-publicly traded equity
investments
Publicly traded stocks
Notes and accounts receivable, net
-
-
-
-
-
18,845,577
-
-
277,866
-
$
947,546
-
$
-
122,852
$
947,546
122,852
$
947,546
$
122,852
$
1,070,398
$ 66,116,166
$
28,367,926
116,311
9,274,697
-
-
7,325,606
-
-
-
-
6,159,200
-
-
$ 66,116,166
28,367,926
18,961,888
9,274,697
6,159,200
277,866
7,325,606
$ 19,123,443
$ 111,200,706
$
6,159,200
$ 136,483,349
Hedging financial assets
Fair value hedges
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
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,
2023 and 2022 are as follows:
Years Ended December 31
2023
2022
Balance, beginning of year
Additions
Recognized in profit or loss
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
$ 6,282,052
14,887,187
12,355
262,380
(127,963)
-
(466,445)
$ 5,887,892
715,612
-
(373,263)
(359,506)
(139,770)
551,087
Balance, end of year
$ 20,849,566
$ 6,282,052
Note: The transfer from level 3 to level 1 is because quoted prices (unadjusted) in active markets
data became available for the equity investments.
- 68 -
- 68 -
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 mutual funds and 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, 2023 and 2022, 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$52,704 thousand and NT48,704 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 preferred stocks and 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:
Carrying
Amount
Level 1
Fair Value
Level 2
Total
December 31, 2023
Financial assets
Financial assets at amortized costs
Corporate bonds
Commercial paper
Government bonds/Agency
bonds
$ 113,785,324
18,371,705
$
-
-
$ 113,694,397
18,385,329
$ 113,694,397
18,385,329
13,803,559
2,751,893
11,053,234
13,805,127
$ 145,960,588
$
2,751,893
$ 143,132,960
$ 145,884,853
(Continued)
- 69 -
- 69 -
Financial liabilities
Financial liabilities at amortized
costs
Bonds payable
Carrying
Amount
Level 1
Fair Value
Level 2
Total
December 31, 2023
$ 920,897,553
$
-
$ 849,236,882
$ 849,236,882
(Concluded)
Carrying
Amount
Level 1
Fair Value
Level 2
Total
December 31, 2022
Financial assets
Financial assets at amortized costs
Corporate bonds
Commercial paper
$
80,994,958
48,732,476
$
$
-
-
80,236,142
48,882,028
$
80,236,142
48,882,028
$ 129,727,434
$
-
$ 129,118,170
$ 129,118,170
Financial liabilities
Financial liabilities at amortized
costs
Bonds payable
$ 852,436,439
$
-
$ 765,301,535
$ 765,301,535
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of corporate bonds, the Company’s bonds payable and agency bonds 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.
33. RELATED PARTY TRANSACTIONS
Intercompany balances and transactions between TSMC and its subsidiaries, which are related parties of
TSMC, have been eliminated upon consolidation; therefore, those items are not disclosed in this note. The
following is a summary of significant transactions between the Company and other related parties:
a. Related party name and categories
Related Party Name
Related Party Categories
GUC
VIS
SSMC
Xintec
Associates
Associates
Associates
Associates
- 70 -
- 70 -
b. Net revenue
Item
Related Party Categories
Net revenue from sale of goods Associates
$ 13,406,049
$ 15,351,465
Years Ended December 31
2023
2022
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
- 71 -
- 71 -
Years Ended December 31
2023
2022
$ 4,562,206
$ 6,423,913
December 31,
2023
December 31,
2022
$
514,819
109,632
$ 1,471,351
112,607
$
624,451
$ 1,583,958
$
$
58,093
13,778
-
68,277
669
29
$
71,871
$
68,975
December 31,
2023
December 31,
2022
$ 1,020,226
457,348
66,653
22,073
$ 1,047,452
385,979
190,587
18,619
$ 1,566,300
$ 1,642,637
f. Accrued expenses and other current liabilities
December 31,
2023
December 31,
2022
Item
Related Party Categories
Contract liabilities
Associates
$ 1,666,113
$ 1,075,659
g. Others
Years Ended December 31
2023
2022
Item
Related Party Categories
Manufacturing expenses
Associates
$ 5,043,545
$ 6,011,522
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
2023
2022
$ 3,492,258
3,870
525,808
$ 4,369,097
3,013
286,227
$ 4,021,936
$ 4,658,337
The compensation to directors and other key management personnel were determined by the
Compensation and People Development Committee of TSMC in accordance with the individual
performance and market trends.
34. PLEDGED ASSETS
The Company provided certificate of deposits recorded in other financial assets as collateral mainly for
building lease agreements. As of December 31, 2023 and 2022, the aforementioned other financial assets
amounted to NT$124,302 thousand and NT$129,138 thousand, respectively.
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- 72 -
35. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Company as of the end of the
reporting period, excluding those disclosed in other notes, were as follows:
a. Under a technical cooperation agreement with Industrial Technology Research Institute, the R.O.C.
Government or its designee approved by TSMC can use up to 35% of TSMC’s capacity provided TSMC’s
outstanding commitments to its customers are not prejudiced. The term of this agreement is for five years
beginning from January 1, 1987 and is automatically renewed for successive periods of five years unless
otherwise terminated by either party with one year prior notice. As of 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
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. In June 2023, Daedalus dropped two of the asserted patents in the ITC.
Also in June 2023, Daedalus filed another complaint in the Eastern District of Texas alleging that TSMC
infringes five U.S. patents. In September 2023, the ITC granted the parties’ joint motion to suspend the
procedural schedule while the parties finalize the settlement agreement and then request termination of
the ITC Investigation and related litigations. In October 2023, the parties jointly requested the ITC to
terminate the investigation and Eastern District of Texas to dismiss the related litigations. In November
2023, the ITC investigation was terminated and the related litigations in the Eastern District of Texas
were dismissed.
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, 2023 and 2022 were NT$433,994
thousand and NT$383,974 thousand, respectively.
h. The Company entrusted financial institutions to provide performance guarantees mainly for import and
export of goods, lease agreement and energy purchase agreement. As of December 31, 2023 and 2022,
the aforementioned guarantee amounted to NT$8,012,973 thousand and NT$7,623,262 thousand,
respectively.
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- 73 -
36. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into the
functional currency. The significant financial assets and liabilities denominated in foreign currencies were as
follows:
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
December 31, 2023
Financial assets
Monetary items
USD
EUR
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
EUR
JPY
December 31, 2022
Financial assets
Monetary items
USD
EUR
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
$ 14,756,970
432,124
484,580
13,320,705
30.747
34.175
1.111(Note 2)
0.2192
$ 453,732,565
14,767,835
16,560,515
2,919,899
14,121,653
803,472
482,869
199,911,305
30.747
34.175
1.111(Note 2)
0.2192
434,198,454
27,458,643
16,502,044
43,820,558
15,214,896
8,375
29,161
133,034,271
30.713
32.838
7.432(Note 3)
0.2331
467,295,097
275,006
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
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 U.S. dollar for which one Euro could be exchanged.
Note 3: The exchange rate represents the number of RMB for which one Euro 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, 2023 and 2022, respectively. Since there
- 74 -
- 74 -
were varieties of foreign currency transactions and functional currencies within the subsidiaries of the
Company, the Company was unable to disclose foreign exchange gain (loss) towards each foreign currency
with significant impact.
37. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for TSMC:
a. Financings provided: See Table 1 attached;
b. Endorsement/guarantee provided: See Table 2 attached;
c. Marketable securities held (excluding investments in subsidiaries and associates): See Table 3 attached;
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of
the paid-in capital: See Table 4 attached;
e. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in
capital: See Table 5 attached;
f. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in
capital: None;
g. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital:
See Table 6 attached;
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: See
Table 7 attached;
i.
Information about the derivative financial instruments transaction: See Notes 7 and 10;
j. Others: The business relationship between the parent and the subsidiaries and significant transactions
between them: See Table 8 attached;
k. Names, locations, and related information of investees over which TSMC exercises significant influence
(excluding information on investment in mainland China): See Table 9 attached;
l.
Information on investment in mainland China
1) The name of the investee in mainland China, the main businesses and products, its issued capital,
method of investment, information on inflow or outflow of capital, percentage of ownership, income
(losses) of the investee, share of profits/losses of investee, ending balance, amount received as
dividends from the investee, and the limitation on investee: See Table 10 attached.
2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized
gain or loss, and other related information which is helpful to understand the impact of investment in
mainland China on financial reports: See Table 8 attached.
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.
- 75 -
- 75 -
38. 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.
b. Geographic and major customers’ information were as follows:
1) Geographic information
Noncurrent Assets
Taiwan
United States
China
Japan
Europe, the Middle East and Africa
Others
December 31,
2023
December 31,
2022
$ 2,525,608,435 $ 2,510,238,722
153,137,833
90,349,673
15,432,491
140,709
1,922
420,093,092
97,268,882
94,558,890
146,247
435
$ 3,137,675,981 $ 2,769,301,350
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
2023
2022
Amount
%
Amount
%
Customer A
Customer B
$ 546,550,925
25
241,152,357 11
$ 529,649,200
23
NA (Note) NA
Note: Revenue less than 10% of the Company’s net revenue.
- 76 -
- 76 -
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Taiwan Semiconductor Manufacturing
Company Limited
Parent Company Only Financial Statements for the
Years Ended December 31, 2023 and 2022 and
Independent Auditors’ Report
-
0
1
1
-
- 111 -
- 112 -
- 112 -
- 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 and Risk 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 -
- 114 -
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,
2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
- 115 -
- 115 -
- 116 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at amortized cost (Note 8)
Notes and accounts receivable, net (Note 10)
Receivables from related parties (Note 30)
Other receivables from related parties (Note 30)
Inventories (Notes 5 and 11)
Other financial assets
Other current assets
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income
Investments accounted for using equity method (Note 12)
Property, plant and equipment (Notes 5 and 13)
Right-of-use assets (Notes 5 and 14)
Intangible assets (Notes 5 and 15)
Deferred income tax assets (Notes 5 and 23)
Refundable deposits
Other noncurrent assets (Note 30)
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss (Note 7)
Hedging financial liabilities (Notes 9 and 27)
Accounts payable
Payables to related parties (Note 30)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors (Note 26)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 18)
Income tax payable (Notes 5 and 23)
Long-term liabilities - current portion (Notes 16 and 27)
Accrued expenses and other current liabilities (Notes 5, 14, 19, 27 and 30)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 16 and 27)
Deferred income tax liabilities (Notes 5 and 23)
Lease liabilities (Notes 5, 14 and 27)
Net defined benefit liability (Note 17)
Guarantee deposits
Others (Notes 19 and 30)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 18)
Capital surplus (Note 18)
Retained earnings (Note 18)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 18)
Total equity
TOTAL
The accompanying notes are an integral part of the parent company only financial statements.
- 117 -
- 117 -
December 31, 2023
Amount
%
December 31, 2022
Amount
%
$ 718,703,712
624,685
18,371,705
33,557,279
155,261,877
4,360,322
238,259,195
4,321,083
12,328,706
15
-
-
1
3
-
5
-
-
$ 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
14
-
1
1
4
-
5
-
-
1,185,788,564
24
1,118,550,389
25
960,950
1,094,695,092
2,453,465,322
37,872,705
17,684,064
62,356,061
3,433,404
17,823,122
-
23
50
1
-
1
-
1
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
-
16
55
1
1
2
-
-
3,688,290,720
76
3,303,868,675
75
$ 4,874,079,284
100
$ 4,422,419,064
100
$
25,673
27,290,400
47,643,493
10,119,695
27,754,742
50,642,488
84,146,173
168,558,461
98,564,981
6,997,710
241,858,508
$
-
1
1
-
1
1
2
3
2
-
5
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
-
-
1
-
1
1
5
3
3
-
6
763,602,324
16
899,245,600
20
439,869,855
-
26,959,435
9,257,224
915,344
174,561,475
9
-
-
-
-
4
361,130,474
908,273
27,593,900
9,321,091
885,273
177,681,258
8
-
1
-
-
4
651,563,333
13
577,520,269
13
1,415,165,657
29
1,476,765,869
33
259,320,710
69,876,381
5
2
259,303,805
69,330,328
6
2
311,146,899
-
2,846,883,893
3,158,030,792
6
-
59
65
311,146,899
3,154,310
2,323,223,479
2,637,524,688
(28,314,256)
(1)
(20,505,626)
7
-
53
60
(1)
3,458,913,627
71
2,945,653,195
67
$ 4,874,079,284
100
$ 4,422,419,064
100
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2023
2022
Amount
%
Amount
%
NET REVENUE (Notes 5, 19 and 30)
$ 2,153,285,095
100
$ 2,252,320,561
100
COST OF REVENUE (Notes 5, 11, 26 and 30)
1,022,660,164
47
951,927,673
42
GROSS PROFIT
1,130,624,931
53
1,300,392,888
58
OPERATING EXPENSES (Notes 5, 26 and 30)
Research and development
General and administrative
Marketing
178,725,098
39,890,037
5,118,396
9
2
-
160,813,633
42,764,642
6,059,649
Total operating expenses
223,733,531
11
209,637,924
7
2
-
9
OTHER OPERATING INCOME AND EXPENSES, NET
(Notes 13 and 26)
481,455
-
(8,275)
(1)
INCOME FROM OPERATIONS
907,372,855
42
1,090,746,689
48
NON-OPERATING INCOME AND EXPENSES
Share of profits of subsidiaries and associates (Note 12)
Interest income (Note 20)
Other income
Foreign exchange gain (loss), net (Note 32)
Finance costs (Note 21)
Other gains and losses, net (Note 22)
52,587,403
17,825,551
230,801
(3,238,713)
(4,600,793)
7,594,132
Total non-operating income and expenses
70,398,381
2
1
-
-
-
-
3
42,415,408
5,957,864
887,958
853,022
(3,240,406)
3,053,281
49,927,127
2
1
-
-
-
-
3
INCOME BEFORE INCOME TAX
977,771,236
45
1,140,673,816
51
INCOME TAX EXPENSE (Notes 5 and 23)
139,273,572
6
124,143,567
6
NET INCOME
838,497,664
39
1,016,530,249
45
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 5,
12, 17, 18 and 23)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit obligation
Unrealized gain/(loss) on investments in equity
instruments at fair value through other comprehensive
income
Gain on hedging instruments
Share of other comprehensive gain/(loss) of subsidiaries
and associates
Income tax benefit related to items that will not be
reclassified subsequently
(623,356)
-
(823,060)
-
(53,665)
39,898
2,049,357
124,646
1,536,880
-
-
-
-
-
18,979
-
(127,903)
733,956
(198,028)
-
-
-
-
-
(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)
2023
2022
Amount
%
Amount
%
Items that may be reclassified subsequently to profit or
loss:
Exchange differences arising on translation of foreign
operations
$
(13,645,829)
-
$
51,030,928
Share of other comprehensive gain/(loss) of subsidiaries
and associates
Income tax benefit related to items that may be
reclassified subsequently
4,120,827
-
(9,525,002)
Other comprehensive income (loss), net of income tax
(7,988,122)
-
-
-
-
(8,244,295)
6,036
42,792,669
42,594,641
2
-
-
2
2
TOTAL COMPREHENSIVE INCOME
$ 830,509,542
39
$ 1,059,124,890
47
EARNINGS PER SHARE (NT$, Note 24)
Basic earnings per share
Diluted earnings per share
$
$
32.34
32.34
$
$
39.20
39.20
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 119 -
- 119 -
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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
-
2023
2022
$ 977,771,236
$ 1,140,673,816
500,300,771
9,197,976
5,789
4,600,793
(52,587,403)
(17,825,551)
482,302
76,638
(3,045)
-
183,093
(214,911)
(317,394)
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
(24,326)
7,754,557
17,782,935
2,115,413
(29,976,300)
(1,019,979)
(7,799,552)
(720,278)
(1,089,049)
67,281
(3,553,878)
(10,749,687)
(42,119,570)
12,836,220
(687,223)
(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)
1,642,781,566
(83,364,086)
1,364,486,858
(157,403,955)
Net cash generated by operating activities
1,207,082,903
1,559,417,480
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
(51,099,687)
(3,359)
(634,971,543)
(4,898,499)
(97,748,105)
-
(897,574,802)
(6,679,871)
81,900,000
1,369,856
3,078
125
49,190,000
1,665,212
3,750
2,938
(Continued)
- 121 -
- 121 -
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
Refundable deposits paid
Refundable deposits refunded
$
$
16,851,011
214,911
3,849,295
(1,703,523)
359,682
4,889,786
207,028
3,248,044
(1,611,716)
406,185
Net cash used in investing activities
(588,128,653)
(944,001,551)
2023
2022
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans
Increase in hedging financial liabilities - bank 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
Payment of partial acquisition of interests in subsidiaries
Proceeds from partial disposal of interests in subsidiaries
Donation from shareholders
-
27,908,580
85,700,000
(18,100,000)
(88,681)
-
(2,094,258)
(4,724,074)
187,164
(286,036)
(291,721,852)
(326,167,994)
244,376
16,340
(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
Net cash used in financing activities
(529,126,435)
(382,834,273)
NET INCREASE IN CASH AND CASH EQUIVALENTS
89,827,815
232,581,656
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
628,875,897
396,294,241
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 718,703,712
$ 628,875,897
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 122 -
- 122 -
Taiwan Semiconductor Manufacturing Company Limited
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(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 6, 2024.
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, “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory
Commission (FSC)
Except for the following, the initial application of the amendments to the IFRS Accounting Standards
endorsed and issued into effect by the FSC did not have a material impact on the accounting policies of
the Company:
Amendments to IAS 12 “International Tax Reform - Pillar Two Model Rules”
The amendments introduce a temporary exception to the requirements in IAS 12 by stipulating that the
Company should neither recognize nor disclose information about deferred tax assets and liabilities
related to Pillar Two income taxes. The amendments also require the Company to disclose that it has
applied the exception and separately disclose its current tax expense (income) related to Pillar Two
income taxes. In addition, for periods in which Pillar Two legislation is enacted or substantively enacted
but not yet in effect, the Company should disclose qualitative and quantitative information that helps
users of financial statements understand the Company’s exposure to Pillar Two income taxes. The
requirement that the Company applies the exception and the requirement to disclose that fact is applied
immediately upon issuance of the amendments in May 2023. The remaining disclosure requirements are
applied for annual reporting periods beginning on or after January 1, 2023, but not for any interim period
ending on or before December 31, 2023.
- 123 -
- 123 -
b. The IFRS Accounting Standards issued by International Accounting Standards Board (IASB) and
endorsed by the FSC with effective date starting 2024
New, Amended and Revised Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current” and “Non-current Liabilities with Covenants”
January 1, 2024
c. The IFRS Accounting Standards issued by IASB, but not yet endorsed and issued into effect by the FSC
New, Amended and Revised 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”
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 MATERIAL ACCOUNTING POLICY INFORMATION
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
- 124 -
- 124 -
the year in which they arise. Non-monetary items measured at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange
differences arising on the retranslation of non-monetary items are included in profit or loss for the year except
for exchange differences arising on the retranslation of non-monetary items in respect of which gains and
losses are recognized directly in other comprehensive income, in which case, the exchange differences are
also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of
historical cost in foreign currencies are not retranslated.
For the purposes of presenting parent company only financial statements, the assets and liabilities of the
Company’s foreign operations are translated into NT$ using exchange rates prevailing at the end of each
reporting period. Income and expense items are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in
equity.
Classification of Current and Noncurrent Assets and Liabilities
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or
consumed within one year from the end of the reporting period. Current liabilities are obligations incurred
for trading purposes and obligations expected to be settled within one year from the end of the reporting
period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities, respectively.
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
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
- 125 -
- 125 -
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 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.
3) Measured at amortized cost
Cash and cash equivalents, commercial paper, 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.
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).
The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit
losses. For financial assets at amortized cost, 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.
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.
However, on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or
loss that had been recognized in other comprehensive income is transferred directly to retained earnings,
without recycling through profit or loss.
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Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net
of direct issue costs.
Financial liabilities
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
FVTPL.
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either
held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising
on remeasurement recognized in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at FVTPL are subsequently
measured at amortized cost at the end of each reporting period.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial liability
derecognized and the consideration paid and payable is recognized in profit or loss.
Derivative Financial Instruments
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative financial instrument is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or
loss depends on the nature of the hedge relationship.
Hedge Accounting
a. 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 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. The gains or losses from hedging instruments relating to the ineffective portion are
recognized immediately in profit or loss.
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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.
b. Hedges of net investments in foreign operations
The Company designates certain hedging instruments, such as bank loans denominated in foreign
currency, as a hedge of net investments in foreign operations to manage the exchange differences arising
on translation of foreign operations due to currency fluctuations. Any gains or losses on the hedging
instrument relating to the effective portion of the hedge are recognized in other comprehensive income
and accumulated under the heading of foreign currency translation reserve. The gains or losses relating
to the ineffective portion are recognized immediately in profit or loss.
The gains and losses on the hedging instrument relating to the effective portion of the hedge, which were
accumulated in the foreign currency translation reserve, are reclassified to profit or loss on the disposal
or partial disposal of a foreign operation.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost
and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value
represents the estimated selling price of inventories less all estimated costs of completion and costs necessary
to make the sale.
Investments Accounted for Using Equity Method
Investments accounted for using the equity method include investments in subsidiaries and associates.
Investment in subsidiaries
A subsidiary is an entity that is controlled by the Company.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter
to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well
as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control
over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amount
of the subsidiary and the fair value of the consideration paid or received is recognized directly in equity.
When the Company loses control of a subsidiary, any retained investment of the former subsidiary is
measured at the fair value at that date. A gain or loss is recognized in profit or loss and calculated as the
difference between (a) the aggregate of the fair value of consideration received and the fair value of any
retained interest at the date when control is lost; and (b) the previous carrying amount of the investments in
such subsidiary. In addition, the Company shall account for all amounts previously recognized in other
comprehensive income in relation to the subsidiary on the same basis as would be required if the subsidiary
had directly disposed of the related assets and liabilities.
When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with the
subsidiaries are recognized in the Company’s parent company only financial statements only to the extent of
interests in the subsidiaries that are not owned by the Company.
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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.
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
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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.
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.
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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.
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.
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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 15-30 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.
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.
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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
at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable
profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which
the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Company expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also
recognized in other comprehensive income or directly in equity, respectively.
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5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
In the application of the aforementioned Company’s accounting policies, the Company is required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or
in the year of the revision and future years if the revision affects both current and future years.
Material 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.
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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
Money market funds
Repurchase agreements
Commercial paper
December 31,
2023
December 31,
2022
$ 710,158,232
7,438,588
1,106,892
-
$ 618,449,503
-
859,964
9,566,430
$ 718,703,712
$ 628,875,897
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
Financial liabilities
Held for trading
Forward exchange contracts
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December 31,
2023
December 31,
2022
$ 624,685
$ 552,255
$ 25,673
$ 17,468
The Company entered into forward exchange contracts to manage exposures due to fluctuations of foreign
exchange rates. These forward exchange contracts did not meet the criteria for hedge accounting. Therefore,
the Company did not apply hedge accounting treatment for these forward exchange contracts.
Outstanding forward exchange contracts consisted of the following:
December 31, 2023
Sell NT$
Sell US$
December 31, 2022
Maturity Date
Contract Amount
(In Thousands)
January 2024
January 2024
NT$
US$
26,251,763
829,000
Sell NT$
January 2023 to March 2023
NT$
79,610,590
8. FINANCIAL ASSETS AT AMORTIZED COST
Commercial paper
Less: Allowance for impairment loss
December 31,
2023
December 31,
2022
$ 18,387,835
(16,130)
$ 48,742,817
(10,341)
Refer to Note 29 for information relating to the credit risk management and expected credit loss for financial
assets at amortized cost.
$ 18,371,705
$ 48,732,476
9. HEDGING FINANCIAL INSTRUMENTS
Financial liabilities- current
Hedges of net investments in foreign operations
Bank loans
Cash flow hedge
December 31,
2023
$ 27,290,400
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 will change in opposite directions in response to movements in foreign
exchange rates.
The main source of hedge ineffectiveness in these hedging relationships is driven by the effect of the
counterparty’s own credit risk on the fair value of forward exchange contracts. No other sources of
ineffectiveness emerged from these hedging relationships during the hedging period. For the years ended
December 31, 2023, refer to Note 18 (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, 2023 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts
Hedged Items
Forecast transaction
Hedges of net investments in foreign operations
Change in
Value Used for
Calculating
Hedge
Ineffectiveness
Years Ended
December 31,
2023
$ 39,898
$ (39,898)
The Company has designated the bank loans denominated in foreign currency as a hedge of net investments
in foreign operations to manage its foreign currency risk arising from investment in overseas subsidiaries.
The main source of hedge ineffectiveness in these hedging relationships is driven by the material difference
between the notional amount of bank loans denominated in foreign currency and the net investment in foreign
operations. No other sources of ineffectiveness have emerged from these hedging relationships during the
hedging period. For the year ended December 31, 2023, refer to Note 18 (d) for gain or loss arising from
changes in the fair value of hedging instruments.
The following tables summarize the information relating to the hedges of net investments in foreign
operations.
December 31, 2023
Hedging Instruments
Contract
Amount
(In Thousands)
Annual
Interest Rate
Maturity
Balance in
Other Equity
(Continuing
Hedges)
Bank loans
JPY124,500,000
0%
Due by April 2024 $
618,180
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The effect for the year ended December 31, 2023 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Bank loans
Hedged Items
Net investments in foreign operations
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
Year Ended
December 31,
2023
$ 618,180
$ (618,180)
December 31,
2023
December 31,
2022
$ 28,676,101
(530,139)
28,145,962
5,411,317
$ 34,316,916
(330,686)
33,986,230
7,325,606
$ 33,557,279
$ 41,311,836
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 15-30 days from
the end of the month when the invoice is issued. Aside from recognizing impairment loss for credit-impaired
accounts receivable, the Company recognizes loss allowance based on the expected credit loss ratio of
customers by different risk levels with consideration of factors of historical loss ratios and customers’
financial conditions, competitiveness and business outlook. For accounts receivable past due over 90 days
without collaterals or guarantees, the Company recognizes loss allowance at full amount.
Aging analysis of notes and accounts receivable
Not past due
Past due
Past due within 30 days
Past due over 31 days
Less: Loss allowance
- 138 -
- 138 -
December 31,
2023
December 31,
2022
$ 33,618,149
$ 40,353,856
469,269
-
(530,139)
1,268,778
19,888
(330,686)
$ 33,557,279
$ 41,311,836
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
2023
2022
$ 330,686
199,453
$ 345,905
(15,219)
$ 530,139
$ 330,686
For the years ended December 31, 2023 and 2022, 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,
2023
December 31,
2022
$ 33,839,662
153,362,168
37,279,545
13,777,820
$ 52,318,299
120,893,772
19,750,618
15,320,206
$ 238,259,195
$ 208,282,895
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. The amounts are illustrated below:
Net inventory losses
$ 3,526,480
$ 4,613,077
Years Ended December 31
2023
2022
12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investments accounted for using the equity method consisted of the following:
Subsidiaries
Associates
December 31,
2023
December 31,
2022
$ 1,065,078,454 $ 700,324,717
27,622,452
29,616,638
$ 1,094,695,092 $ 727,947,169
- 139 -
- 139 -
a. Investments in subsidiaries
Subsidiaries consisted of the following:
Subsidiaries
Principal Activities
Place of
Incorporation
and Operation
Carrying Amount
Percentage of Ownership
December 31,
December 31,
December 31,
December 31,
2023
2022
2023
100%
100%
2022
100%
100%
TSMC Global Ltd.
(TSMC Global)
TSMC Arizona
Corporation (TSMC
Arizona)
Investment activities
Tortola, British
$ 441,225,883
$ 411,992,426
Manufacturing, selling and
testing of integrated
circuits and other
semiconductor devices
Virgin Islands
Phoenix, Arizona,
U.S.A.
298,604,975
25,639,079
TSMC China
Manufacturing, selling,
Shanghai, China
95,419,097
87,028,722
100%
100%
Company Limited
(TSMC China)
testing and computer-aided
design of integrated circuits
and other semiconductor
devices
TSMC Nanjing
Manufacturing, selling,
Nanjing, China
87,625,830
67,385,300
100%
100%
Company Limited
(TSMC Nanjing)
TSMC Partners, Ltd.
(TSMC Partners)
Japan Advanced
Semiconductor
Manufacturing, Inc.
(JASM)
VisEra Technologies
Company Ltd.
(VisEra Tech)
testing and computer-aided
design of integrated circuits
and other semiconductor
devices
Investing in companies
Tortola, British
68,143,719
63,697,217
100%
100%
Virgin Islands
Kumamoto, Japan
47,087,140
23,330,125
71%
71%
involved in the design,
manufacture, and other
related business in the
semiconductor industry and
other investment activities
Manufacturing, sales, testing
and computer aided design
of integrated circuits and
other semiconductor
devices
Research, design,
Hsinchu, Taiwan
11,261,961
11,467,860
67%
68%
development,
manufacturing, sales,
packaging and test of color
filter
TSMC North America Selling and marketing of
integrated circuits and
other semiconductor
devices
San Jose,
California,
U.S.A.
6,278,751
5,449,755
100%
100%
Dresden, Germany
4,768,013
-
100%
-
Manufacturing, sales and
testing of integrated
circuits and other
semiconductor devices
Investing in technology
start-up companies
European
Semiconductor
Manufacturing
Company (ESMC)
GmbH (ESMC)
Emerging Fund L.P.
(Emerging Fund)
TSMC Japan 3DIC
R&D Center, Inc.
(TSMC 3DIC)
TSMC Europe B.V.
(TSMC Europe)
99.9%
100%
100%
100%
Cayman Islands
1,901,742
1,760,885
99.9%
Engineering support activities Yokohama, Japan
1,224,449
1,172,706
100%
Customer service and
supporting activities
Amsterdam, the
Netherlands
592,499
527,693
TSMC Design
Engineering support activities Yokohama, Japan
394,191
376,176
100%
100%
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 new start-up
technology companies
Cayman Islands
257,540
246,702
98%
98%
Customer service and
Yokohama, Japan
130,403
134,560
supporting activities
Investing in new start-up
technology companies
Cayman Islands
117,662
71,429
100%
98%
100%
98%
Customer service and
Seoul, Korea
44,599
44,082
100%
100%
supporting activities
$ 1,065,078,454
$ 700,324,717
The Company continually increased its investment in TSMC Arizona for the amount of NT$292,649,510
thousand and NT$15,372,500 thousand in both of 2023 and 2022, 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.
- 140 -
- 140 -
The Company continually increased its investment in JASM for the amount of NT$28,062,957 thousand
and NT$23,150,164 thousand in both of 2023 and 2022, respectively. The Company’s shareholding and
the proportion of voting rights in JASM are 71% and 81%, respectively. The Company increased its
investment in JASM for the amount of NT$11,144,154 thousand in January 2024.
As VisEra employees continue to exercise their employee share options, the Company’s ownership in
VisEra continues to decline. This transaction was accounted for as an equity transaction since the
transaction did not change the Company’s control over VisEra.
ESMC was established in June 2023, and the Company continually increased its investment in ESMC
for the amount of NT$4,814,293 thousand. The Company sold its 10% shares to Robert Bosch GmbH,
Infineon Technologies AG and NXP Semiconductors N.V. in January 2024. After selling shares, The
Company’s shareholding in ESMC decreased from 100% to 70%. This transaction was accounted for as
an equity transaction since the transaction did not change the Company’s control over ESMC.
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,
2023
2022
2023
2022
Hsinchu, Taiwan
$ 13,590,430
$ 13,492,653
28%
28%
Systems on Silicon
Manufacturing
Company Pte Ltd.
(SSMC)
Manufacturing and selling of
Singapore
9,728,801
8,934,731
39%
39%
integrated circuits and other
semiconductor devices
Xintec Inc. (Xintec)
Wafer level chip size packaging
Taoyuan, Taiwan
3,759,701
3,528,417
41%
41%
and wafer level post
passivation interconnection
service
Global Unichip
Researching, developing,
Hsinchu, Taiwan
2,537,706
1,666,651
35%
35%
Corporation (GUC)
manufacturing, testing and
marketing of integrated circuits
$ 29,616,638
$ 27,622,452
As of December 31, 2023 and 2022, no investments in associates are individually material to the
Company. Please refer to the parent company only statements of comprehensive income for recognition
of share of both profit (loss) and other comprehensive income (loss) of associates that are not
individually material.
The market prices of the associates’ ownership held by the Company in publicly traded stocks calculated
by the closing price are summarized as follows. The closing price represents the quoted price in active
markets, the level 1 fair value measurement.
Name of Associate
GUC
VIS
Xintec
December 31,
2023
December 31,
2022
$ 81,236,875
$ 37,834,215
$ 14,188,445
$ 29,926,918
$ 35,977,321
$ 10,716,449
- 141 -
- 141 -
13. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
Assets used by the Company
December 31,
2023
December 31,
2022
$ 2,453,454,729 $ 2,432,657,698
17,352
10,593
$ 2,453,465,322 $ 2,432,675,050
Land
Buildings
Machinery and
Equipment
Office
Equipment
Cost
Balance at January 1, 2023
Additions (deductions)
Disposals or retirements
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
$
3,212,000
-
-
$ 588,665,721
170,726,292
$ 4,073,634,985
1,092,820,315
$
(585,487 )
(34,652,800 )
78,940,726
17,029,650
(3,268,575 )
-
-
-
-
80,370
(71,078 )
-
-
Equipment under
Installation and
Construction in
Progress
Total
$ 1,157,545,820
(760,754,707 )
-
-
-
$ 5,901,999,252
519,821,550
(38,506,862 )
80,370
(71,078 )
Balance at December 31, 2023
$
3,212,000
$ 758,806,526
$ 5,131,811,792
$
92,701,801
$ 396,791,113
$ 6,383,323,232
Accumulated depreciation
and impairment
Balance at January 1, 2023
Additions
Disposals or retirements
Transfers from assets subject to
operating leases
Transfers to assets subject to
operating leases
$
Balance at December 31, 2023
$
Carrying amounts at December 31,
-
-
-
-
-
-
$ 315,107,562
42,097,968
(582,993 )
$ 3,098,295,994
445,570,821
(33,138,618 )
$
$
55,147,258
9,840,540
(3,268,575 )
790,740
-
-
$ 3,469,341,554
497,509,329
(36,990,186 )
-
-
53,537
(45,731 )
-
-
-
-
53,537
(45,731 )
$ 356,622,537
$ 3,510,736,003
$
61,719,223
$
790,740
$ 3,929,868,503
2023
Cost
Balance at January 1, 2022
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
$
3,212,000
$ 402,183,989
$ 1,621,075,789
$
30,982,578
$ 396,000,373
$ 2,453,454,729
$
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
$
3,212,000
$ 273,558,159
$ 975,338,991
$
23,793,468
$ 1,156,755,080
$ 2,432,657,698
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, the Company recognized an impairment loss of NT$790,740 thousand for certain
machinery and equipment that were assessed to have no future use, and the recoverable amount of the
- 142 -
- 142 -
aforementioned assets were nil. Such impairment loss was recognized in other operating income and
expenses.
Information about capitalized interest is set out in Note 21.
14. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Office equipment
December 31,
2023
December 31,
2022
$ 37,039,145
811,037
22,523
$ 38,121,835
911,108
18,484
$ 37,872,705
$ 39,051,427
Years Ended December 31
2023
2022
Additions to right-of-use assets
$ 1,657,886
$ 11,808,591
Depreciation of right-of-use assets
Land
Buildings
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
Office equipment
- 143 -
- 143 -
$ 2,439,615
330,361
16,193
$ 2,102,934
365,167
15,728
$ 2,786,169
$ 2,483,829
December 31,
2023
December 31,
2022
$ 2,122,132
26,959,435
$ 2,029,362
27,593,900
$ 29,081,567
$ 29,623,262
December 31,
2023
December 31,
2022
0.39%-2.30%
0.57%-1.76%
0.28%-1.73%
0.39%-2.30%
0.39%-1.76%
0.28%-1.73%
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
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
Years Ended December 31
2023
2022
$ 1,212,080
$ 4,128,092
$ 4,616,518
$ 7,037,733
15. INTANGIBLE ASSETS
Cost
Balance at January 1, 2023
Additions
Disposals or retirements
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
$
1,567,756
-
-
$ 25,706,243
460,032
-
$ 47,821,483
4,417,438
(4,289,185 )
$ 11,668,271
548,499
-
$ 86,763,753
5,425,969
(4,289,185 )
Balance at December 31, 2023
$
1,567,756
$ 26,166,275
$ 47,949,736
$ 12,216,770
$ 87,900,537
Accumulated amortization and
impairment
Balance at January 1, 2023
Additions
Disposals or retirements
Balance at December 31, 2023
Carrying amounts at December 31, 2023
Cost
Balance at January 1, 2022
Additions
Disposals or retirements
$
$
$
$
-
-
-
-
$ 17,643,661
2,792,353
-
$ 38,255,701
5,244,804
(4,289,152 )
$
9,408,287
1,160,819
-
$ 65,307,649
9,197,976
(4,289,152 )
$ 20,436,014
$ 39,211,353
$ 10,569,106
$ 70,216,473
1,567,756
$
5,730,261
$
8,738,383
$
1,647,664
$ 17,684,064
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
The Company’s goodwill has been tested for impairment at the end of the annual reporting period and the
recoverable amount is determined based on the value in use. The value in use was calculated based on the
cash flow forecast from the financial budgets covering the future five-year period, and the Company used
annual discount rates of 9.0% and 8.7% in its test of impairment as of December 31, 2023 and 2022,
respectively, to reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2023 and 2022, the Company did not recognize any impairment loss on
goodwill.
- 144 -
- 144 -
16. BONDS PAYABLE
Domestic unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2023
December 31,
2022
$ 447,194,000
(326,435)
(6,997,710)
$ 379,526,000
(295,526)
(18,100,000)
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
$ 439,869,855
$ 361,130,474
NT$ unsecured
bonds
101-3
101-4
102-1
102-2
102-4
109-1
109-2
109-3
-
C
C
B
E
F
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 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
5,400,000
2.05%
The same as above
2,600,000
2.10%
The same as above
3,000,000
0.58%
The same as above
10,500,000
0.62%
The same as above
10,500,000
0.64%
The same as above
5,900,000
0.52%
The same as above
10,400,000
0.58%
The same as above
5,300,000
0.60%
The same as above
4,500,000
0.55%
The same as above
May 2020 to May
7,500,000
0.60%
The same as above
2027
May 2020 to May
2,400,000
0.64%
The same as above
2030
(Continued)
- 145 -
- 145 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
109-4
A
July 2020 to July
$ 5,700,000
0.58%
2025
109-5
109-6
(Green bond)
109-7
110-1
110-2
110-3
110-4
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
D
Two equal installments in
last two years; interest
payable annually
The same as above
July 2020 to July
6,300,000
0.65%
2027
July 2020 to July
1,900,000
0.67%
The same as above
2030
September 2020 to
September 2025
September 2020 to
September 2027
September 2020 to
September 2030
December 2020 to
December 2025
December 2020 to
December 2027
December 2020 to
December 2030
December 2020 to
December 2025
December 2020 to
December 2027
December 2020 to
December 2030
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%
The same as above
8,000,000
0.58%
The same as above
2,800,000
0.60%
The same as above
1,600,000
0.40%
The same as above
5,600,000
0.44%
The same as above
4,800,000
0.48%
The same as above
1,900,000
0.36%
The same as above
10,200,000
0.41%
The same as above
6,400,000
0.45%
The same as above
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
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
(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)
A
B
C
D
A
B
C
A
B
A
B
C
-
A
B
C
D
A
B
C
D
A
B
C
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
March 2022 to
September 2026
March 2022 to
March 2027
March 2022 to
March 2029
May 2022 to May
2027
$ 3,200,000
0.535% Bullet repayment; interest
6,900,000
0.54%
payable annually
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
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
(Continued)
- 147 -
- 147 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
112-1
(Green bond)
112-2
(Green bond)
112-3
112-4
112-5
A
B
C
A
B
C
A
B
C
A
B
C
A
B
March 2023 to
March 2028
March 2023 to
March 2030
March 2023 to
March 2033
May 2023 to May
2028
$ 12,200,000
1.54%
Bullet repayment; interest
2,300,000
1.60%
payable annually
The same as above
4,800,000
1.78%
The same as above
13,100,000
1.60%
The same as above
May 2023 to May
2,300,000
1.65%
The same as above
2030
May 2023 to May
5,300,000
1.82%
The same as above
2033
June 2023 to June
11,400,000
1.60%
The same as above
2028
June 2023 to June
2,600,000
1.65%
The same as above
2030
June 2023 to June
6,000,000
1.80%
The same as above
2033
August 2023 to
August 2028
August 2023 to
August 2030
August 2023 to
August 2033
October 2023 to
October 2028
October 2023 to
October 2033
7,300,000
1.60%
The same as above
700,000
1.65%
The same as above
7,900,000
1.76%
The same as above
4,300,000
1.62%
The same as above
5,500,000
1.76%
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
- 148 -
- 148 -
17. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant
to the Act, the Company has made monthly contributions equal to 6% of each employee’s monthly salary
to employees’ pension accounts. Accordingly, the Company recognized expenses of NT$4,154,345
thousand and NT$3,663,757 thousand for the years ended December 31, 2023 and 2022, respectively.
b. Defined benefit plans
The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits
based on an employee’s length of service and average monthly salary for the six-month period prior to
retirement. The Company contributes an amount equal to 2% of salaries paid each month to their
respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory
Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the
end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the
Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in
the next year, the Company is required to fund the difference in one appropriation that should be made
before the end of March of the next year. The Funds are operated and managed by the government’s
designated authorities; as such, the Company does not have any right to intervene in the investments of
the Funds.
Amounts recognized in respect of these defined benefit plans were as follows:
Current service cost
Net interest expense
Components of defined benefit costs recognized in profit or loss
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net
interest expense)
Actuarial loss arising from experience adjustments
Actuarial (gain) loss arising from changes in financial
assumptions
Components of defined benefit costs recognized in other
comprehensive income
Years Ended December 31
2023
2022
$
$
139,101
142,291
281,392
134,376
74,265
208,641
(16,252)
68,342
(429,948)
1,413,760
571,266
(160,752)
623,356
823,060
Total
$
904,748
$ 1,031,701
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
- 149 -
- 149 -
Years Ended December 31
2023
2022
$ 182,333
76,120
19,248
3,691
$ 135,125
55,632
15,129
2,755
$ 281,392
$ 208,641
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2023
December 31,
2022
Present value of defined benefit obligation
Fair value of plan assets
$ 17,995,066
(8,737,842)
$ 17,483,951
(8,162,860)
Net defined benefit liability
$ 9,257,224
$ 9,321,091
Movements in the present value of the defined benefit obligation were as follows:
Balance, beginning of year
Current service cost
Interest expense
Remeasurement:
Actuarial loss arising from experience adjustments
Actuarial (gain) loss arising from changes in financial
assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
Years Ended December 31
2023
2022
$ 17,483,951
139,101
303,970
$ 16,585,442
134,376
120,791
68,342
1,413,760
571,266
(556,455)
(15,109)
(160,752)
(585,343)
(24,323)
Balance, end of year
$ 17,995,066
$ 17,483,951
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2023
2022
$ 8,162,860
161,679
$ 5,548,563
46,526
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
16,252
953,506
(556,455)
429,948
2,723,166
(585,343)
Balance, end of year
$ 8,737,842
$ 8,162,860
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,
2023
December 31,
2022
$ 1,351,744
4,998,919
2,387,179
$ 1,337,893
4,696,909
2,128,058
$ 8,737,842
$ 8,162,860
- 150 -
- 150 -
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,
2023
December 31,
2022
1.40%
4.00%
1.80%
4.00%
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$757,663 thousand
and NT$766,692 thousand as of December 31, 2023 and 2022, 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$735,167 thousand and NT$746,933 thousand as of December 31, 2023 and 2022, 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$991,646 thousand to the defined benefit plans in the
next year starting from December 31, 2023. The weighted average duration of the defined benefit
obligation is 8 years.
- 151 -
- 151 -
18. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2023
December 31,
2022
28,050,000
$ 280,500,000
25,932,071
$ 259,320,710
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
The par value of issued common shares is NT$10 per share. A holder of common shares has one vote for
each common share and is entitled to receive dividends.
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock
options.
On March 1, 2023 and March 1, 2022, the Company issued employee restricted stock awards (RSAs) for
its employees in a total of 2,110 thousand shares and 1,387 thousand shares, respectively, with a par value
of NT$10 per share. The aforementioned issuance of new shares was approved by the relevant authority
and the registration has been completed.
During the first quarter of 2023, the Company reclaimed 419 thousand employee restricted shares that
were unvested. On May 9, 2023, the Company’s Board of Directors resolved to cancel the aforementioned
shares. Subsequently, the Company completed the registration for share cancellation. Refer to Note 25
for information on RSAs.
On May 10, 2022, the Company’s Board of Directors resolved to cancel 1,387 thousand treasury shares.
Refer to Note 18(e) for information.
As of December 31, 2023, the Company’s total issued and outstanding ADSs were 1,063,103 thousand
units, representing 5,315,513 thousand common shares.
b. Capital surplus
The categories of uses and the sources of capital surplus based on regulations were as follows:
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
December 31,
2023
December 31,
2022
$ 24,406,854
22,803,291
8,892,371
$ 24,183,645
22,803,291
8,892,371
8,406,282
11,275
8,406,282
11,275
(Continued)
- 152 -
- 152 -
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
$ 4,199,936
302,396
70,093
$ 4,229,892
311,863
53,680
December 31,
2023
December 31,
2022
May not be used for any purpose
Employee restricted shares
783,883
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
$ 69,876,381
$ 69,330,328
(Concluded)
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.
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 an additional special capital
reserve equivalent to the net debit balance of the other components of stockholders’ equity, such as the
accumulated balance of the foreign currency translation reserve, the effectiveness of hedges of net
investments in foreign operations, unrealized valuation gain or loss from fair value through other
comprehensive income financial assets and 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 2023, 2022 and 2021 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 2023
February 6,
2024
of 2023
November 14,
2023
of 2023
August 8,
2023
of 2023
May 9,
2023
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 28,020,822
$ 90,762,248
3.50
$
$ (17,228,363) $
$ 90,762,248
3.50
$
$ 77,796,213
3.00
$
(6,365,562) $
3,273,452
$ 77,796,213
3.00
$
- 153 -
- 153 -
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
$
The special capital reserve for 2023 is to be presented for approval in the Company’s shareholders’
meeting to be held on June 4, 2024 (expected).
The quarterly cash dividends per share is affected by the subsequent number of outstanding ordinary
shares, the information of the actual payout is available at the Market Observation Post System website.
d. Others
Changes in others were as follows:
Year Ended December 31, 2023
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
$ (11,743,301 ) $ (10,056,353 ) $ 1,479,181
$
(185,153 ) $ (20,505,626 )
(14,264,009 )
618,180
-
-
-
-
-
-
-
-
(53,665 )
(151,944 )
-
-
-
-
72,361
-
6,162,059
(25 )
-
-
-
-
39,898
(45,181 )
-
-
(78,023 )
-
-
(14,264,009 )
-
-
-
-
-
(585,968 )
477,687
618,180
(53,665 )
(151,944 )
39,898
(45,181 )
(585,968 )
477,687
-
-
6,156,397
(25 )
$ (25,316,769 ) $ (4,099,928 ) $ 1,395,875
$
(293,434 ) $ (28,314,256 )
Balance, beginning of year
Exchange differences arising on translation of
foreign operations
Gain (Loss) on hedging instruments
designated as hedges of net investments in
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
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
- 154 -
- 154 -
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 )
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
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 the
aforementioned 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. Subsequently, TSMC completed the
registration for share cancellation.
19. NET REVENUE
a. Disaggregation of revenue from contracts with customers
Product
Wafer
Others
Geography
Taiwan
United States
China
Japan
Europe, the Middle East and Africa
Others
- 155 -
- 155 -
Years Ended December 31
2023
2022
$ 1,881,677,167 $ 1,989,174,117
263,146,444
271,607,928
$ 2,153,285,095 $ 2,252,320,561
Years Ended December 31
2023
2022
$ 149,777,343 $ 210,470,783
1,404,615,395 1,488,848,778
245,168,746
119,099,336
123,767,140
64,965,778
267,154,140
132,072,000
117,348,237
82,317,980
$ 2,153,285,095 $ 2,252,320,561
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
3-nanometer
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
2023
2022
$ 931,334,614 $ 927,459,536
884,505,210
194,878,453
115,678,391
56,317,962
73,481,009
810,053,991
161,685,797
133,741,115
46,994,528
69,475,050
$ 2,153,285,095 $ 2,252,320,561
Years Ended December 31
2023
2022
$ 106,434,419 $
628,017,081
357,624,994
28,577
191,789,213
10,379,144
187,423,174
115,017,630
107,582,277
25,772,497
47,043,623
86,716,114
17,848,424
-
503,914,841
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
$ 1,881,677,167 $ 1,989,174,117
December 31,
2023
December 31,
2022
January 1,
2022
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 47,760,098
$ 62,380,554
$ 33,951,838
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$61,349,317 thousand and NT$33,365,181 thousand for the years ended December 31, 2023 and 2022,
respectively.
- 156 -
- 156 -
c. Temporary receipts from customers
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion (classified under other noncurrent liabilities)
December 31,
2023
December 31,
2022
$ 114,639,514
$ 107,723,580
163,655,128 168,399,207
$ 278,294,642 $ 276,122,787
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, 2023 and 2022, the aforementioned
refund liabilities amounted to NT$36,144,370 thousand and NT$50,980,669 thousand (classified under
accrued expenses and other current liabilities), respectively.
20. INTEREST INCOME
Interest income
Cash and cash equivalents
Financial assets at amortized cost
21. FINANCE COSTS
Years Ended December 31
2023
2022
$ 17,414,490
411,061
$ 5,644,170
313,694
$ 17,825,551
$ 5,957,864
Years Ended December 31
2023
2022
Interest expense
Corporate bonds
Lease liabilities
Bank loans
Others
Less: Capitalized interest under property, plant and equipment
$ 5,019,826
334,971
262
2,103
(756,369)
$ 3,888,669
231,037
279
1,228
(880,807)
Information about capitalized interest is as follows:
$ 4,600,793
$ 3,240,406
Years Ended December 31
2023
2022
Capitalization rate
1.08%-1.20%
0.72%-1.20%
- 157 -
- 157 -
22. OTHER GAINS AND LOSSES, NET
Gain 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
23. INCOME TAX
a. Income tax expense recognized in profit or loss
Income tax expense consisted of the following:
Current income tax expense
Current tax expense recognized in the current year
Income tax adjustments on prior years
Other income tax adjustments
Deferred income tax expense (benefit)
The origination and reversal of temporary differences
Investment tax credits
Years Ended December 31
2023
2022
$ 7,243,770
$ 2,518,506
(5,789)
356,151
(10,341)
545,116
$ 7,594,132
$ 3,053,281
Years Ended December 31
2023
2022
$ 134,436,152
34,145
234,902
134,705,199
$ 144,561,484
(489,638)
205,529
144,277,375
3,623,335
945,038
4,568,373
(24,810,515)
4,676,707
(20,133,808)
Income tax expense recognized in profit or loss
$ 139,273,572
$ 124,143,567
A reconciliation of income before income tax and income tax expense recognized in profit or loss was as
follows:
Years Ended December 31
2023
2022
Income before tax
$ 977,771,236 $ 1,140,673,816
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible (deductible) items in determining taxable
income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
Additional income tax on unappropriated earnings
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 195,554,247 $ 228,134,763
(7,861,524)
-
-
9,468,943
3,623,335
(61,780,476)
139,004,525
34,145
234,902
12,804,635
(157,955,934)
61,578,020
-
(24,810,515)
4,676,707
124,427,676
(489,638)
205,529
Income tax expense recognized in profit or loss
$ 139,273,572 $ 124,143,567
- 158 -
- 158 -
For the years ended December 31, 2023 and 2022, 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
Others
December 31,
2023
December 31,
2022
$ 40,726,261
9,348,138
7,096,229
2,702,288
1,729,672
-
753,473
$ 44,989,153
12,002,094
5,779,739
2,260,011
1,722,005
945,038
10,021
$ 62,356,061
$ 67,708,061
Deferred income tax liabilities
Temporary differences
Others
$
-
$
(908,273)
Year Ended December 31, 2023
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
Others
$ 44,989,153
12,002,094
5,779,739
2,260,011
1,722,005
945,038
10,021
$ (4,262,892)
(2,653,956)
1,316,490
442,277
(117,004)
(945,038)
743,477
$
-
-
-
-
124,671
-
(25)
$ 40,726,261
9,348,138
7,096,229
2,702,288
1,729,672
-
753,473
$ 67,708,061
$ (5,476,646)
$
124,646
$ 62,356,061
Deferred income tax liabilities
Temporary differences
Others
$
(908,273)
$
908,273
$
-
$
-
- 159 -
- 159 -
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
Others
$ 34,146,437
5,903,698
-
861,924
1,237,086
5,621,745
10,100
$ 10,842,716
6,098,396
5,779,739
1,398,087
(249,116)
(4,676,707)
-
$
-
-
-
-
734,035
-
(79)
$ 44,989,153
12,002,094
5,779,739
2,260,011
1,722,005
945,038
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)
c. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2023 and 2022, the aggregate deductible temporary differences for which no deferred
income tax assets have been recognized amounted to NT$52,686,244 thousand and NT$26,790,935
thousand, respectively.
d. Unused tax-exemption information
As of December 31,2022, 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, 2023 and 2022, the aggregate taxable temporary differences associated with
liabilities amounted to
income
investments
NT$254,182,901 thousand and NT$222,682,649 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 2021. All investment tax
credit adjustments assessed by the tax authorities have been recognized accordingly.
24. EARNINGS PER SHARE
Basic EPS
Diluted EPS
Years Ended December 31
2023
2022
$ 32.34
$ 32.34
$ 39.20
$ 39.20
- 160 -
- 160 -
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
2023
2022
$ 838,497,664 $ 1,016,530,249
25,929,223
32.34 $
25,929,190
39.20
$
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)
$ 838,497,664 $ 1,016,530,249
25,929,223
44
25,929,190
193
25,929,267
32.34 $
25,929,383
39.20
$
25. SHARE-BASED PAYMENT ARRANGEMENTS
a. Equity-settled share-based payment- RSAs
The RSAs in each year are as follows:
2023 RSAs
2022 RSAs
2021 RSAs
Resolution Date of the Company’s shareholders in
June 6, 2023
June 8, 2022
July 26, 2021
its meeting
Resolution Date of the Company’s Board of
Directors in its meeting
Issuance of stocks (in thousands)
Eligible employees
February 6, 2024
February 14, 2023 February 15, 2022
2,960
Executive officers
2,110
1,387
Executive officers Executive officers
Grant date/Issuance date
March 1, 2024
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.
- 161 -
- 161 -
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 and People Development
Committee 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%
4) 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.
5) Details of granted RSAs in each year are as follows:
Balance, beginning of year
Issuance of stocks
Vested shares
Canceled shares
Balance, end of year
2022 RSAs
Number of
Shares
(In Thousands)
2021 RSAs
Number of
Shares
(In Thousands)
-
2,110
-
-
2,110
1,387
-
(274)
(419)
694
Weighted-average fair value of RSAs (in dollars)
$ 277.71
$ 325.81
The RSAs in each year are measured at fair value at grant date by using the binominal tree approach.
Relevant information is as follows:
2022 RSAs
March 1, 2023
2021 RSAs
March 1, 2022
Stock price at measurement date (in dollars)
Expected price volatility
Expected life
Risk-free interest rate
$
29.34%-32.11%
511 $
604
25.34%-28.28%
1-3 years
0.57%
1-3 years
1.06%
Refer to Note 26 for the compensation costs of the RSAs recognized by the Company.
- 162 -
- 162 -
On February 6, 2024, the Company’s Board of Directors approved the issuance of RSAs for year
2024 of no more than 4,185 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.
b. Cash-settled share-based payment arrangements
The cash-settled share-based payment arrangements in each year are as follows:
2023 Plan
2022 Plan
2021 Plan
Resolution Date of the Company’s Board of
February 6, 2024 February 14,
February 15,
Directors in its meeting
Issuance of units (in thousands) (Note)
Grant date
550
March 1, 2024
2023
400
March 1, 2023
2022
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 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:
Years Ended December 31
2023
2022 Plan
2021 Plan
2022
2021 Plan
Stock price at measurement date (in dollars)
Expected price volatility
Residual life
Risk-free interest rate
593 $
$
451
24.76%-29.05% 24.76%-29.05% 28.80%-32.19%
1-3 years
1.09%
1-2 years
1.14%
1-3 years
1.15%
593 $
Refer to Note 26 for the compensation costs of the cash-settled share-based payment recognized by the
Company. As of December 31, 2023 and 2022, the liabilities under cash-settled share-based payment
arrangement amounted to NT$62,695 thousand and NT$30,757 thousand, respectively.
26. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
Years Ended December 31
2023
2022
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
$ 471,343,567
28,951,931
5,273
$ 385,647,215
27,939,678
8,189
$ 500,300,771
$ 413,595,082
- 163 -
- 163 -
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
c. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Share-based payments
Equity-settled
Cash-settled
Years Ended December 31
2023
2022
$
6,515,540
2,682,436
$
6,069,729
2,637,232
$
9,197,976
$
8,706,961
$
$
4,154,345
281,392
4,435,737
3,663,757
208,641
3,872,398
482,302
61,329
543,631
266,746
32,704
299,450
Other employee benefits
195,611,221
209,410,863
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 200,590,589
$ 213,582,711
$ 122,143,462
78,447,127
$ 128,714,551
84,868,160
$ 200,590,589
$ 213,582,711
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
$ 50,090,533
$ 60,702,047
The Company’s profit sharing bonus to employees and compensation to directors for 2023, 2022 and 2021
had been approved by the Board of Directors of the Company, as illustrated below:
Years Ended December 31
2023
2022
Resolution Date of the Company’s Board of
Directors in its meeting
2023
Years Ended December 31
2022
February 6, February 14, February 15,
2023
2021
2022
2024
Profit sharing bonus to employees
Compensation to directors
$ 50,090,533
$
551,955
$ 60,702,047
$
690,128
$ 35,601,449
487,537
$
- 164 -
- 164 -
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2023, 2022 and 2021, respectively.
The information about the appropriations of the Company’s profit sharing bonus to employees and
compensation to directors is available at the Market Observation Post System website.
27. CASH FLOW INFORMATION
a. Non-cash transactions
Additions of property, plant and equipment
Exchange of assets
Changes in payables to contractors and equipment suppliers
Transferred to initial carrying amount of hedged items
Capitalized interests
Years Ended December 31
2023
2022
$ 519,821,550
(78,036)
115,944,500
39,898
(756,369)
$ 956,066,006
(275,564)
(57,334,833)
-
(880,807)
Payments for acquisition of property, plant and equipment
$ 634,971,543
$ 897,574,802
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1, 2023
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2023
Non-cash Changes
Hedging financial liabilities-
bank loans
Bonds payable
Lease liabilities
$
-
379,230,474
29,623,262
$ 27,908,580
67,511,319
(2,429,250 )
$
(618,180 )
67,916
-
$
-
-
1,552,584
$
-
57,856
334,971
$ 27,290,400
437,067,565
29,081,567
Total
$ 408,853,736
$ 92,990,649
$
(550,264)
$
1,552,584
$
392,827
$ 503,239,532
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
Note: Other changes include discounts on short-term loans, amortization of bonds payable and financial cost of lease liabilities.
28. CAPITAL MANAGEMENT
The objective of the Company’s capital management is to maintain a capital structure that ensures liquidity
and supports a solid investment grade credit rating. The capital structure includes both debt and equity. The
Company adjusts its capital structure mainly through changes in the level of debt and adjustments of dividend
payout to shareholders.
The Company’s capital management policy remained unchanged in 2023. The Company’s current credit
ratings are AA- from Standard & Poor’s and Aa3 from Moody’s, same as those as of December 31, 2022.
- 165 -
- 165 -
29. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
Financial assets
FVTPL (Note 1)
FVTOCI (Note 2)
Amortized cost (Note 3)
Financial liabilities
FVTPL (Note 4)
Hedging financial liabilities
Amortized cost (Note 5)
December 31,
2023
December 31,
2022
$
624,685 $
6,372,267
944,953,016
552,255
8,340,347
903,070,406
$ 951,949,968 $ 911,963,008
$
25,673 $
17,468
-
1,124,627,242 1,161,623,982
27,290,400
$ 1,151,943,315 $ 1,161,641,450
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 (including those classified under other current assets and other noncurrent assets).
Note 4: Held for trading.
Note 5: Including 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 and Risk Committee 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 and equity investments 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
- 166 -
- 166 -
dollars, would have an adverse impact on the revenue and operating profit as expressed in NT dollar. The
Company uses foreign currency derivative contracts and non-derivative financial instruments, such as
currency forwards, currency swaps and bank loans denominated in foreign currency, to protect against
currency exchange rate risks associated with non-NT dollar-denominated assets and liabilities, certain
forecasted transactions, and net investments in foreign operations. 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, 2023 and 2022, a hypothetical adverse foreign currency exchange rate change
of 10% would have decreased its net income by NT$726,145 thousand and NT$1,649,664 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, 2023 and 2022, the other comprehensive income would have
decreased by NT$76,876 thousand and NT$89,297 thousand, respectively.
d. Credit risk management
Credit risk refers to the risk that a counterparty may 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, 2023 and 2022, the Company’s ten largest customers accounted for 85% and 69%
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
0-0.1%
Doubtful
Credit rating is non-investment grade
Lifetime expected credit
valuation date
loss
In default
Credit rating is CC or below on
on valuation date
Write-off
valuation date
There is evidence indicating that the
debtor is in severe financial
difficulty and the Company has no
realistic prospect of recovery
loss-not credit impaired
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the years ended December 31, 2023 and 2022, the expected credit loss increased NT$5,789 thousand
and NT$10,341 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 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, 2023
Non-derivative financial liabilities
Hedging financial liabilities-bank
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
$
27,290,400
$
-
$
-
$
-
$
27,290,400
57,763,188
84,146,173
-
-
-
-
-
-
57,763,188
84,146,173
191,976,278
12,455,260
-
96,892,557
-
190,937,676
-
222,606,055
191,976,278
522,891,548
2,457,570
-
376,088,869
4,475,101
165,188,432
266,556,090
4,203,205
6,303,135
201,444,016
21,136,670
2,908,666
246,651,391
32,272,546
174,400,233
1,090,740,366
51,741,026
(52,317,678 )
(576,652 )
-
-
-
-
-
-
-
-
-
51,741,026
(52,317,678 )
(576,652 )
$ 375,512,217
$ 266,556,090
$ 201,444,016
$ 246,651,391
$ 1,090,163,714
(Continued)
- 168 -
- 168 -
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
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$
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
(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, 2023
Lease liabilities
$
9,629,306
$
7,088,110
$
4,101,046
$
318,208
$ 21,136,670
December 31, 2022
Lease liabilities
$
9,497,599
$
7,291,192
$
4,222,404
$
784,485
$ 21,795,680
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, 2023
Level 3
Total
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
$
624,685
$
-
$
624,685
Non-publicly traded equity investments $
-
5,411,317
$
960,950
-
$
960,950
5,411,317
$ 5,411,317
$
960,950
$ 6,372,267
Notes and accounts receivable, net
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
25,673
$
-
$
25,673
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
- 170 -
- 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, 2023 and 2022 were as follows:
Years Ended December 31
2023
2022
Balance, beginning of year
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
$ 1,014,741
(53,666)
(125)
$
998,400
18,979
(2,638)
Balance, end of year
$
960,950
$ 1,014,741
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, 2023
Carrying
Amount
Level 2
Fair Value
$ 18,371,705
$ 18,385,329
(Continued)
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
Financial assets
Financial assets at amortized costs
Commercial paper
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2023
Carrying
Amount
Level 2
Fair Value
$ 446,867,565
$ 418,841,652
(Concluded)
December 31, 2022
Carrying
Amount
Level 2
Fair Value
$ 48,732,476
$ 48,882,028
$ 379,230,474
$ 349,956,767
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.
30. RELATED PARTY TRANSACTIONS
The significant transactions between the Company and its related parties, other than those disclosed in other
notes, are summarized as follows:
a. Related party name and categories
Related Party Name
Related Party Categories
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
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
- 172 -
- 172 -
(Continued)
Related Party Name
Related Party Categories
TSMC Technology, Inc. (TSMC Technology)
TSMC Washington, LLC (TSMC Washington) (Note)
GUC
VIS
SSMC
Xintec
Indirect Subsidiaries
Indirect Subsidiaries
Associates
Associates
Associates
Associates
Note: WaferTech, LLC was renamed to TSMC Washington, LLC in December 2023.
(Concluded)
b. Net revenue
Years Ended December 31
2023
2022
Item
Related Party Name/Categories
Net revenue from sale of goods TSMC North America
Associates
Other subsidiaries
c. Purchases
Related Party Categories
Subsidiaries
Associates
d. Receivables from related parties
$ 1,459,559,406 $ 1,538,849,403
11,356,410
187,169
8,903,425
579,810
$ 1,469,042,641 $ 1,550,392,982
Years Ended December 31
2023
2022
$ 96,198,620
4,562,206
$ 81,923,311
6,422,831
$ 100,760,826
$ 88,346,142
December 31,
2023
December 31,
2022
Item
Related Party Name/Categories
Receivables from related
parties
TSMC North America
Associates
Other subsidiaries
$ 154,789,324
471,728
825
$ 171,738,863
1,300,302
5,647
$ 155,261,877
$ 173,044,812
Other receivables from related TSMC North America
$
parties
Other subsidiaries
Associates
$
3,747,684
540,767
71,871
6,184,798
104,640
68,487
$
4,360,322
$
6,357,925
- 173 -
- 173 -
e. Other noncurrent assets
December 31,
2023
December 31,
2022
Item
Related Party Name
Temporary payments
JASM
$ 12,132,766
$ 6,925,782
f. Payables to related parties
December 31,
2023
December 31,
2022
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
$ 5,064,282
2,312,769
1,020,153
1,176,420
546,071
$ 4,105,919
2,296,083
1,047,374
2,006,484
595,184
$ 10,119,695
$ 10,051,044
December 31,
2023
December 31,
2022
Item
Related Party Name/Categories
Other payables and other
current liabilities
Subsidiaries
Associates
$ 1,150,882
1,666,113
$
961,365
111,834
$ 2,816,995
$ 1,073,199
Temporary receipts
TSMC North America
Associates
$ 99,904,122
153,735
$ 97,634,360
-
h. Other noncurrent liabilities
$ 100,057,857
$ 97,634,360
December 31,
2023
December 31,
2022
Item
Related Party Name
Temporary receipts
TSMC North America
Associates
$ 134,052,101
153,735
$ 142,132,113
-
$ 134,205,836
$ 142,132,113
- 174 -
- 174 -
i. Others
Years Ended December 31
2023
2022
Item
Related Party Categories
Manufacturing expenses
Associates
Subsidiaries
$ 5,032,445
11,504
$ 5,997,687
21,662
Research and development
expenses
Subsidiaries
Associates
$ 5,865,252
305,073
$ 5,264,358
258,008
$ 5,043,949
$ 6,019,349
$ 6,170,325
$ 5,522,366
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.
j. 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
2023
2022
$ 3,271,057
3,208
525,808
$ 4,221,962
2,618
286,227
$ 3,800,073
$ 4,510,807
The compensation to directors and other key management personnel were determined by the
Compensation and People Development Committee of the Company in accordance with the individual
performance and market trends.
31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Company as of the end of the
reporting period, excluding those disclosed in other notes, were as follows:
a. Under a technical cooperation agreement with Industrial Technology Research Institute, the R.O.C.
Government or its designee approved by the Company can use up to 35% of the Company’s capacity
provided the Company’s outstanding commitments to its customers are not prejudiced. The term of this
agreement is for five years beginning from January 1, 1987 and is automatically renewed for successive
- 175 -
- 175 -
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
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. In June 2023, Daedalus dropped two of the asserted patents in the ITC.
Also in June 2023, Daedalus filed another complaint in the Eastern District of Texas alleging that the
Company infringes five U.S. patents. In September 2023, the ITC granted the parties’ joint motion to
suspend the procedural schedule while the parties finalize the settlement agreement and then request
termination of the ITC Investigation and related litigations. In October 2023, the parties jointly requested
the ITC to terminate the investigation and Eastern District of Texas to dismiss the related litigations. In
November 2023, the ITC investigation was terminated and the related litigations in the Eastern District
of Texas were dismissed.
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$2,558,559
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$230,602,500 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$369,960,818 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 provide performance guarantees mainly for import and
export of goods, lease agreement and energy purchase agreement. As of December 31, 2023 and 2022,
the aforementioned guarantee amounted to NT$8,012,973 thousand and NT$7,623,262 thousand,
respectively.
- 176 -
- 176 -
32. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into the
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, 2023
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2022
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
$ 13,930,953
408,480
7,683,178
30.747
34.175
0.2192
$ 428,335,022
13,959,812
1,684,153
13,381,760
778,452
194,498,358
30.747
34.175
0.2192
411,448,963
26,603,608
42,634,040
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
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, 2023 and 2022, 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.
- 177 -
- 177 -
33. 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 30.
l.
Information of major shareholder
List of all shareholders with ownership of 5 percent or greater showing the names and the number of
shares and percentage of ownership held by each shareholder: See Table 10 attached.
34. OPERATING SEGMENTS INFORMATION
The Company has provided the operating segments disclosure in the consolidated financial statements.
- 178 -
- 178 -
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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 23
7
8
9
10
11
12
13
14
15
Note 21
16
- 212 -
- 212 -
STATEMENT 1
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CASH AND CASH EQUIVALENTS
DECEMBER 31, 2023
(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
Money market funds
Repurchase agreements
Total
Including US$1,572,022 thousand
@30.747, JPY7,103,748 thousand
@0.2192 and EUR7,299 thousand
@34.175
From 2023.08.02 to 2024.05.31, interest
rates at 0.84%-5.99%, including
NT$483,710,492 thousand,
US$5,157,940 thousand @30.747 and
EUR400,000 thousand @34.175
Expired by 2024.01.29, interest rates at
5.95%
$
400
4,044,596
50,141,558
655,971,678
7,438,588
1,106,892
$ 718,703,712
- 213 -
- 213 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE, NET
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Client Name
Client A
Client B
Client C
Client D
Others (Note)
Less: Allowance for doubtful accounts
Total
STATEMENT 2
Amount
$ 13,304,349
5,770,773
2,393,706
2,271,656
10,346,934
34,087,418
(530,139)
$ 33,557,279
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 214 -
- 214 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF RECEIVABLES FROM RELATED PARTIES
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Client Name
TSMC North America
Others (Note)
Total
STATEMENT 3
Amount
$ 154,789,324
472,553
$ 155,261,877
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 INVENTORIES
DECEMBER 31, 2023
(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
$ 33,839,662
$ 98,436,995
153,362,168
592,888,207
37,279,545
37,279,545
13,777,820
13,777,820
$ 238,259,195
$ 742,382,567
- 216 -
- 216 -
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I
STATEMENT 6
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF RIGHT-OF-USE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Item
Land
Buildings
Office
Equipment
Total
Cost
Balance at January 1, 2023
Additions
Deductions
$ 44,197,961
1,391,105
$ 1,716,590
246,426
(149,481)
$
51,851
20,355
(14,023)
$ 45,966,402
1,657,886
(197,684)
(34,180)
Balance at December 31, 2023
$ 45,554,886
$ 1,813,535
$
58,183
$ 47,426,604
Accumulated depreciation
Balance at January 1, 2023
Additions
Deductions
$ 6,076,126
2,439,615
-
$
$
805,482
330,361
(133,345)
33,367
16,193
(13,900)
$ 6,914,975
2,786,169
(147,245)
Balance at December 31, 2023
$ 8,515,741
$ 1,002,498
$
35,660
$ 9,553,899
Carrying amounts at December 31,
2023
$ 37,039,145
$
811,037
$
22,523
$ 37,872,705
- 218 -
- 218 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCOUNTS PAYABLES
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Vendor Name
Vendor A
Others (Note)
Total
STATEMENT 7
Amount
$
2,483,914
45,159,579
$ 47,643,493
Note: The amount of individual vendor included in others does not exceed 5% of the account balance
- 219 -
- 219 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO RELATED PARTIES
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Vendor Name
TSMC Nanjing
TSMC China
Xintec
Others (Note)
Total
STATEMENT 8
Amount
$ 5,064,282
2,312,769
1,020,153
1,722,491
$ 10,119,695
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 220 -
- 220 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO CONTRACTORS AND EQUIPMENT SUPPLIERS
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
STATEMENT 9
Vendor Name
Vendor A
Vendor B
Vendor C
Others (Note)
Total
Amount
$ 15,937,674
5,751,033
5,334,257
57,123,209
$ 84,146,173
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 221 -
- 221 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
DECEMBER 31, 2023
(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
$ 114,639,514
47,760,098
36,144,370
43,314,526
$ 241,858,508
- 222 -
- 222 -
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STATEMENT 12
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF LEASE LIABILITIES
DECEMBER 31, 2023
(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
$ 28,270,257
and offices
Buildings
Mainly for the use of offices
1 to 12 years
0.57-1.76
786,879
Office equipment
For operation use
3 to 5 years
0.28-1.73
24,431
Less: Current portion
Noncurrent portion
-
4
2
2
-
29,081,567
(2,122,132)
$ 26,959,435
- 225 -
- 225 -
STATEMENT 13
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NET REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Wafer
Other
Net revenue
Note: 12-inch equivalent wafers.
Shipments
(Piece) (Note)
12,002,177
Amount
$ 1,881,677,167
271,607,928
$ 2,153,285,095
- 226 -
- 226 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF COST OF REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2023
(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
$
19,750,618
77,523,097
(37,279,545)
(12,675,412)
(298,749)
47,020,009
22,193,265
940,590,841
1,009,804,115
120,893,772
(153,362,168)
(81,911,749)
895,423,970
52,318,299
102,104,249
(33,839,662)
(18,172,008)
(624,073)
997,210,775
25,449,389
$ 1,022,660,164
- 227 -
- 227 -
STATEMENT 15
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Item
Research and
Development
Expenses
General and
Administrative
Expenses
Selling
Expenses
Payroll and related expense
$ 57,108,147
$ 17,846,942
$ 3,492,038
Consumables
64,582,650
876,655
Depreciation expense
26,887,243
2,037,370
Repair and maintenance expense
8,650,513
2,725,617
Management fees of the Science Park Administration
Patents
Commission
Others (Note)
Total
3,875,748
3,133,290
-
-
-
-
1,285,238
21,496,545
9,394,415
307,876
$ 178,725,098
$ 39,890,037
$ 5,118,396
27
27,318
5,899
-
-
Note: The amount of each item in others does not exceed 5% of the account balance.
- 228 -
- 228 -
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Fab 18
Fab 3
AP2
Fab 5
Fab 16
Fab 23
Fab 21
Taiwan Semiconductor
Manufacturing Company, Ltd.
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Chairman
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This report is made with recycled paper
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TSMC
ANNUAL REPORT 2023 (I)
Printed on March 12, 2024
TSE: 2330 | NYSE: TSM
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AP6
Global R&D Center
Fab 8
Fab 2
Fab 12
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TSMC annual report is available at https://investor.tsmc.com/english/annual-reports
Fab 11
TSMC_COVER_年報2023_ENGLISH.indd 1-3
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2024/5/8 下午5:06
2024/5/8 下午5:06