1934 Act Registration No. 1-14700
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2017
Taiwan Semiconductor Manufacturing Company Ltd.
(Translation of Registrants Name Into English)
No. 8, Li-Hsin Rd. 6,
Hsinchu Science Park,
Taiwan
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ☒ Form 40-F ☐
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ☐ No ☒
(If Yes is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82: .)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Taiwan Semiconductor Manufacturing Company Ltd. | ||||||
Date: May 15, 2017 | By | /s/ Lora Ho | ||||
Lora Ho | ||||||
Senior Vice President & Chief Financial Officer |
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
Consolidated Financial Statements for the Three Months Ended March 31, 2017 and 2016 and Independent Accountants Review Report |
INDEPENDENT ACCOUNTANTS REVIEW REPORT
The Board of Directors and Shareholders
Taiwan Semiconductor Manufacturing Company Limited
We have reviewed the accompanying consolidated balance sheets of Taiwan Semiconductor Manufacturing Company Limited and subsidiaries (the Company) as of March 31, 2017 and 2016 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2017 and 2016. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.
We conducted our reviews in accordance with Statement on Auditing Standards No. 36, Review of Financial Statements, issued by the Auditing Standards Committee of the Accounting Research and Development Foundation of the Republic of China. A review consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, Interim Financial Reporting, endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
May 9, 2017
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent accountants review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent accountants review report and consolidated financial statements shall prevail.
- 1 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
March 31, 2017 (Reviewed) |
December 31, 2016 (Audited) |
March 31, 2016 (Reviewed) |
||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||||||
|
||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
CURRENT ASSETS |
||||||||||||||||||||||||
Cash and cash equivalents (Note 6) |
$ | 564,725,266 | 29 | $ | 541,253,833 | 29 | $ | 617,984,318 | 36 | |||||||||||||||
Financial assets at fair value through profit or loss (Note 7) |
5,374,003 | | 6,451,112 | | 618,810 | | ||||||||||||||||||
Available-for-sale financial assets (Notes 8 and 14) |
71,083,797 | 4 | 67,788,767 | 4 | 22,232,905 | 1 | ||||||||||||||||||
Held-to-maturity financial assets (Note 9) |
18,140,374 | 1 | 16,610,116 | 1 | 7,561,182 | 1 | ||||||||||||||||||
Hedging derivative financial assets (Note 10) |
| | 5,550 | | | | ||||||||||||||||||
Notes and accounts receivable, net (Note 11) |
108,532,829 | 6 | 128,335,271 | 7 | 96,273,270 | 6 | ||||||||||||||||||
Receivables from related parties (Note 29) |
494,839 | | 969,559 | | 683,818 | | ||||||||||||||||||
Other receivables from related parties (Note 29) |
135,051 | | 146,788 | | 141,009 | | ||||||||||||||||||
Inventories (Notes 12 and 33) |
50,389,022 | 3 | 48,682,233 | 3 | 57,242,320 | 3 | ||||||||||||||||||
Other financial assets (Notes 30 and 33) |
3,761,484 | | 4,100,475 | | 7,057,944 | | ||||||||||||||||||
Other current assets (Note 17) |
3,025,168 | | 3,385,422 | | 2,695,531 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets |
825,661,833 | 43 | 817,729,126 | 44 | 812,491,107 | 47 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
NONCURRENT ASSETS |
||||||||||||||||||||||||
Held-to-maturity financial assets (Note 9) |
20,499,458 | 1 | 22,307,561 | 1 | 17,525,301 | 1 | ||||||||||||||||||
Financial assets carried at cost (Note 13) |
4,079,292 | | 4,102,467 | | 4,093,568 | | ||||||||||||||||||
Investments accounted for using equity method (Note 14) |
19,940,062 | 1 | 19,743,888 | 1 | 24,715,683 | 1 | ||||||||||||||||||
Property, plant and equipment (Note 15) |
1,037,364,143 | 54 | 997,777,687 | 53 | 844,305,450 | 49 | ||||||||||||||||||
Intangible assets (Note 16) |
14,278,436 | 1 | 14,614,846 | 1 | 13,989,513 | 1 | ||||||||||||||||||
Deferred income tax assets (Note 4) |
10,644,401 | | 8,271,421 | | 7,561,741 | 1 | ||||||||||||||||||
Refundable deposits |
572,005 | | 407,874 | | 443,337 | | ||||||||||||||||||
Other noncurrent assets (Note 17) |
1,624,131 | | 1,500,432 | | 1,399,936 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total noncurrent assets |
1,109,001,928 | 57 | 1,068,726,176 | 56 | 914,034,529 | 53 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
TOTAL |
$ | 1,934,663,761 | 100 | $ | 1,886,455,302 | 100 | $ | 1,726,525,636 | 100 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||||||||||
Short-term loans (Note 18) |
$ | 54,666,000 | 3 | $ | 57,958,200 | 3 | $ | 34,690,040 | 2 | |||||||||||||||
Financial liabilities at fair value through profit or loss (Note 7) |
124,935 | | 191,135 | | 16 | | ||||||||||||||||||
Hedging derivative financial liabilities (Note 10) |
3,908 | | | | 458 | | ||||||||||||||||||
Accounts payable |
23,081,567 | 1 | 26,062,351 | 2 | 18,513,952 | 1 | ||||||||||||||||||
Payables to related parties (Note 29) |
1,171,195 | | 1,262,174 | | 1,115,073 | | ||||||||||||||||||
Salary and bonus payable |
10,703,656 | 1 | 13,681,817 | 1 | 8,580,300 | 1 | ||||||||||||||||||
Accrued profit sharing bonus to employees and compensation to directors and supervisors (Notes 22 and 27) |
28,857,625 | 1 | 22,894,006 | 1 | 25,395,073 | 1 | ||||||||||||||||||
Payables to contractors and equipment suppliers |
57,671,953 | 3 | 63,154,514 | 3 | 33,953,061 | 2 | ||||||||||||||||||
Income tax payable (Note 4) |
52,874,433 | 3 | 40,306,054 | 2 | 41,474,426 | 2 | ||||||||||||||||||
Provisions (Note 19) |
11,298,320 | 1 | 18,037,789 | 1 | 10,090,163 | 1 | ||||||||||||||||||
Long-term liabilities - current portion (Note 20) |
44,909,680 | 2 | 38,109,680 | 2 | 33,272,901 | 2 | ||||||||||||||||||
Accrued expenses and other current liabilities (Notes 21 and 29) |
36,217,252 | 2 | 36,581,553 | 2 | 28,807,760 | 2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
321,580,524 | 17 | 318,239,273 | 17 | 235,893,223 | 14 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
NONCURRENT LIABILITIES |
||||||||||||||||||||||||
Bonds payable (Note 20) |
134,198,769 | 7 | 153,093,557 | 8 | 181,151,058 | 11 | ||||||||||||||||||
Long-term bank loans |
19,360 | | 21,780 | | 30,000 | | ||||||||||||||||||
Deferred income tax liabilities (Note 4) |
90,944 | | 141,183 | | 13,831 | | ||||||||||||||||||
Net defined benefit liability (Note 4) |
8,537,369 | | 8,551,408 | | 7,437,455 | | ||||||||||||||||||
Guarantee deposits (Note 21) |
12,321,468 | 1 | 14,670,433 | 1 | 19,492,280 | 1 | ||||||||||||||||||
Others |
1,605,302 | | 1,686,542 | | 1,561,713 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total noncurrent liabilities |
156,773,212 | 8 | 178,164,903 | 9 | 209,686,337 | 12 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
478,353,736 | 25 | 496,404,176 | 26 | 445,579,560 | 26 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT |
||||||||||||||||||||||||
Capital stock (Note 22) |
259,303,805 | 13 | 259,303,805 | 14 | 259,303,805 | 15 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Capital surplus (Note 22) |
56,282,118 | 3 | 56,272,304 | 3 | 56,317,375 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Retained earnings (Note 22) |
||||||||||||||||||||||||
Appropriated as legal capital reserve |
208,297,945 | 11 | 208,297,945 | 11 | 177,640,561 | 11 | ||||||||||||||||||
Unappropriated earnings |
951,339,122 | 49 | 863,710,224 | 46 | 781,434,518 | 45 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
1,159,637,067 | 60 | 1,072,008,169 | 57 | 959,075,079 | 56 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Others (Note 22) |
(19,709,627) | (1 | ) | 1,663,983 | | 5,276,848 | | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity attributable to shareholders of the parent |
1,455,513,363 | 75 | 1,389,248,261 | 74 | 1,279,973,107 | 74 | ||||||||||||||||||
NONCONTROLLING INTERESTS |
796,662 | | 802,865 | | 972,969 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total equity |
1,456,310,025 | 75 | 1,390,051,126 | 74 | 1,280,946,076 | 74 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
TOTAL |
$ | 1,934,663,761 | 100 | $ | 1,886,455,302 | 100 | $ | 1,726,525,636 | 100 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
- 2 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
(Reviewed, Not Audited)
Three Months Ended March 31 | ||||||||||||||||
2017 | 2016 | |||||||||||||||
Amount | % | Amount | % | |||||||||||||
|
||||||||||||||||
NET REVENUE (Notes 23, 29 and 35) |
$ | 233,914,400 | 100 | $ | 203,495,361 | 100 | ||||||||||
COST OF REVENUE (Notes 12, 27, 29 and 33) |
112,428,734 | 48 | 112,124,894 | 55 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
GROSS PROFIT BEFORE REALIZED (UNREALIZED) GROSS PROFIT ON SALES TO ASSOCIATES |
121,485,666 | 52 | 91,370,467 | 45 | ||||||||||||
REALIZED (UNREALIZED) GROSS PROFIT ON SALES TO ASSOCIATES |
3,970 | | (32,889 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
GROSS PROFIT |
121,489,636 | 52 | 91,337,578 | 45 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
OPERATING EXPENSES (Notes 27 and 29) |
||||||||||||||||
Research and development |
19,412,393 | 8 | 15,618,963 | 7 | ||||||||||||
General and administrative |
5,247,603 | 2 | 3,844,935 | 2 | ||||||||||||
Marketing |
1,496,487 | 1 | 1,415,099 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
26,156,483 | 11 | 20,878,997 | 10 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
OTHER OPERATING INCOME AND EXPENSES, NET (Note 27) |
19,237 | | 8,733 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
INCOME FROM OPERATIONS (Note 35) |
95,352,390 | 41 | 70,467,314 | 35 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NON-OPERATING INCOME AND EXPENSES |
||||||||||||||||
Share of profits of associates |
666,810 | | 840,895 | | ||||||||||||
Other income |
2,104,979 | 1 | 1,332,589 | 1 | ||||||||||||
Foreign exchange gain (loss), net (Note 34) |
99,795 | | (1,093,618 | ) | (1 | ) | ||||||||||
Finance costs |
(816,664 | ) | | (850,580 | ) | | ||||||||||
Other gains and losses (Note 24) |
415,189 | | 1,559,299 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total non-operating income and expenses |
2,470,109 | 1 | 1,788,585 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
INCOME BEFORE INCOME TAX |
97,822,499 | 42 | 72,255,899 | 36 | ||||||||||||
INCOME TAX EXPENSE (Notes 4 and 25) |
10,201,591 | 5 | 7,463,302 | 4 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NET INCOME |
87,620,908 | 37 | 64,792,597 | 32 | ||||||||||||
|
|
|
|
|
|
|
|
(Continued)
- 3 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
(Reviewed, Not Audited)
Three Months Ended March 31 | ||||||||||||||||
2017 | 2016 | |||||||||||||||
Amount | % | Amount | % | |||||||||||||
|
||||||||||||||||
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22 and 25) |
||||||||||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||||
Exchange differences arising on translation of foreign operations |
$ | (21,243,594 | ) | (9 | ) | $ | (6,593,053 | ) | (3 | ) | ||||||
Changes in fair value of available-for-sale financial assets |
(93,470 | ) | | 51,294 | | |||||||||||
Share of other comprehensive income (loss) of associates |
(61,657 | ) | | 26,157 | | |||||||||||
Income tax benefit related to items that may be reclassified subsequently |
46,400 | | 17,440 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive loss for the period, net of income tax |
(21,352,321 | ) | (9 | ) | (6,498,162 | ) | (3 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
$ | 66,268,587 | 28 | $ | 58,294,435 | 29 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO: |
||||||||||||||||
Shareholders of the parent |
$ | 87,628,898 | 37 | $ | 64,781,493 | 32 | ||||||||||
Noncontrolling interests |
(7,990 | ) | | 11,104 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 87,620,908 | 37 | $ | 64,792,597 | 32 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: |
||||||||||||||||
Shareholders of the parent |
$ | 66,274,790 | 28 | $ | 58,284,228 | 29 | ||||||||||
Noncontrolling interests |
(6,203 | ) | | 10,207 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 66,268,587 | 28 | $ | 58,294,435 | 29 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
2017 | 2016 | |||||||||||||||
Income Attributable to the Parent |
Income Attributable to Shareholders of the Parent |
|||||||||||||||
|
||||||||||||||||
EARNINGS PER SHARE (NT$, Note 26) |
||||||||||||||||
Basic earnings per share |
$ | 3.38 | $ | 2.50 | ||||||||||||
|
|
|
|
|||||||||||||
Diluted earnings per share |
$ | 3.38 | $ | 2.50 | ||||||||||||
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements. | (Concluded) |
- 4 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
(Reviewed, Not Audited)
Equity Attributable to Shareholders of the Parent | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Others | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Stock - Common Stock |
Retained Earnings | Foreign Currency |
Unrealized Gain/Loss |
Unearned Stock-Based |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares (In Thousands) |
Amount | Capital Surplus | Legal Capital Reserve |
Unappropriated Earnings |
Total | Translation Reserve |
for-sale Financial Assets |
Cash Flow Hedges Reserve |
Employee Compensation |
Total | Total | Noncontrolling Interests |
Total Equity |
|||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2017 |
25,930,380 | $ | 259,303,805 | $ | 56,272,304 | $ | 208,297,945 | $ | 863,710,224 | $ | 1,072,008,169 | $ | 1,661,237 | $ | 2,641 | $ | 105 | $ | | $ | 1,663,983 | $ | 1,389,248,261 | $ | 802,865 | $ | 1,390,051,126 | |||||||||||||||||||||||||||||
Net income (loss) for the three months ended March 31, 2017 |
| | | | 87,628,898 | 87,628,898 | | | | | | 87,628,898 | (7,990 | ) | 87,620,908 | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) for the three months ended March 31, 2017, net of income tax |
| | | | | | (21,304,092 | ) | (50,016 | ) | | | (21,354,108 | ) | (21,354,108 | ) | 1,787 | (21,352,321 | ) | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Total comprehensive income (loss) for the three months ended March 31, 2017 |
| | | | 87,628,898 | 87,628,898 | (21,304,092 | ) | (50,016 | ) | | | (21,354,108 | ) | 66,274,790 | (6,203 | ) | 66,268,587 | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Adjustments to share of changes in equities of associates |
| | 9,814 | | | | | | | (19,502 | ) | (19,502 | ) | (9,688 | ) | | (9,688 | ) | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
BALANCE, March 31, 2017 |
25,930,380 | $ | 259,303,805 | $ | 56,282,118 | $ | 208,297,945 | $ | 951,339,122 | $ | 1,159,637,067 | $ | (19,642,855 | ) | $ | (47,375 | ) | $ | 105 | $ | (19,502 | ) | $ | (19,709,627 | ) | $ | 1,455,513,363 | $ | 796,662 | $ | 1,456,310,025 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2016 |
25,930,380 | $ | 259,303,805 | $ | 56,300,215 | $ | 177,640,561 | $ | 716,653,025 | $ | 894,293,586 | $ | 11,039,949 | $ | 734,771 | $ | (607 | ) | $ | | $ | 11,774,113 | $ | 1,221,671,719 | $ | 962,760 | $ | 1,222,634,479 | ||||||||||||||||||||||||||||
Net income for the three months ended March 31, 2016 |
| | | | 64,781,493 | 64,781,493 | | | | | | 64,781,493 | 11,104 | 64,792,597 | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) for the three months ended March 31, 2016, net of income tax |
| | | | | | (6,587,294 | ) | 89,938 | 91 | | (6,497,265 | ) | (6,497,265 | ) | (897 | ) | (6,498,162 | ) | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Total comprehensive income (loss) for the three months ended March 31, 2016 |
| | | | 64,781,493 | 64,781,493 | (6,587,294 | ) | 89,938 | 91 | | (6,497,265 | ) | 58,284,228 | 10,207 | 58,294,435 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Adjustments to share of changes in equities of associates |
| | 17,160 | | | | | | | | | 17,160 | 2 | 17,162 | ||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
BALANCE, March 31, 2016 |
25,930,380 | $ | 259,303,805 | $ | 56,317,375 | $ | 177,640,561 | $ | 781,434,518 | $ | 959,075,079 | $ | 4,452,655 | $ | 824,709 | $ | (516 | ) | $ | | $ | 5,276,848 | $ | 1,279,973,107 | $ | 972,969 | $ | 1,280,946,076 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
- 5 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
(Reviewed, Not Audited)
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Income before income tax |
$ | 97,822,499 | $ | 72,255,899 | ||||
Adjustments for: |
||||||||
Depreciation expense |
59,133,361 | 54,950,729 | ||||||
Amortization expense |
1,038,824 | 896,332 | ||||||
Finance costs |
816,664 | 850,580 | ||||||
Share of profits of associates |
(666,810 | ) | (840,895 | ) | ||||
Interest income |
(2,104,979 | ) | (1,332,589 | ) | ||||
Gain on disposal of property, plant and equipment, net |
(22,195 | ) | (8,235 | ) | ||||
Impairment loss on financial assets |
12,032 | | ||||||
Loss on disposal of available-for-sale financial assets, net |
8,982 | 10,829 | ||||||
Gain on disposal of financial assets carried at cost, net |
| (14,381 | ) | |||||
Unrealized (realized) gross profit on sales to associates |
(3,970 | ) | 32,889 | |||||
Gain on foreign exchange, net |
(7,106,552 | ) | (1,293,976 | ) | ||||
Loss from hedging instruments |
15,780 | 11,870 | ||||||
Loss (gain) arising from changes in fair value of available-for-sale financial assets in hedge effective portion |
3,707 | (10,625 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Financial instruments at fair value through profit or loss |
1,010,909 | (685,378 | ) | |||||
Notes and accounts receivable, net |
18,227,303 | (12,473,495 | ) | |||||
Receivables from related parties |
474,720 | (178,096 | ) | |||||
Other receivables from related parties |
11,737 | (15,991 | ) | |||||
Inventories |
(1,706,789 | ) | 9,809,950 | |||||
Other financial assets |
1,599,844 | (3,129,147 | ) | |||||
Other current assets |
369,473 | 837,838 | ||||||
Other noncurrent assets |
(152,473 | ) | | |||||
Accounts payable |
(3,020,849 | ) | 3,728 | |||||
Payables to related parties |
(90,979 | ) | (7,283 | ) | ||||
Salary and bonus payable |
(2,978,161 | ) | (3,121,742 | ) | ||||
Accrued profit sharing bonus to employees and compensation to directors and supervisors |
5,963,619 | 4,436,180 | ||||||
Accrued expenses and other current liabilities |
(824,558 | ) | 760,672 | |||||
Provisions |
(6,696,992 | ) | (64,147 | ) | ||||
Net defined benefit liability |
(14,039 | ) | (10,571 | ) | ||||
|
|
|
|
|||||
Cash generated from operations |
161,120,108 | 121,670,945 | ||||||
Income taxes paid |
(112,064 | ) | (142,092 | ) | ||||
|
|
|
|
|||||
Net cash generated by operating activities |
161,008,044 | 121,528,853 | ||||||
|
|
|
|
(Continued)
- 6 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
(Reviewed, Not Audited)
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Acquisitions of: |
||||||||
Available-for-sale financial assets |
$ | (24,675,339 | ) | $ | (11,171,713 | ) | ||
Held-to-maturity financial assets |
(1,695,771 | ) | (12,439,373 | ) | ||||
Financial assets carried at cost |
(202,032 | ) | (187,378 | ) | ||||
Property, plant and equipment |
(102,505,595 | ) | (38,141,373 | ) | ||||
Intangible assets |
(917,636 | ) | (1,003,705 | ) | ||||
Proceeds from disposal or redemption of: |
||||||||
Available-for-sale financial assets |
18,436,274 | 2,943,420 | ||||||
Held-to-maturity financial assets |
400,000 | 3,000,000 | ||||||
Financial assets carried at cost |
| 14,381 | ||||||
Property, plant and equipment |
151,904 | 12,470 | ||||||
Derecognition of hedging derivative financial instruments |
(6,399 | ) | (9,647 | ) | ||||
Interest received |
1,950,176 | 1,541,119 | ||||||
Refundable deposits paid |
(191,217 | ) | (55,609 | ) | ||||
Refundable deposits refunded |
25,376 | 47,608 | ||||||
Decrease in receivables for temporary payments |
| 102,433 | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
(109,230,259 | ) | (55,347,367 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Decrease in short-term loans |
(250,365 | ) | (4,114,866 | ) | ||||
Repayment of bonds |
(10,000,000 | ) | | |||||
Repayment of long-term bank loans |
(2,420 | ) | | |||||
Interest paid |
(1,257,295 | ) | (689,803 | ) | ||||
Guarantee deposits received |
723,339 | 200,080 | ||||||
Guarantee deposits refunded |
(1,123,178 | ) | (202,243 | ) | ||||
|
|
|
|
|||||
Net cash used in financing activities |
(11,909,919 | ) | (4,806,832 | ) | ||||
|
|
|
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
(16,396,433 | ) | (6,079,266 | ) | ||||
|
|
|
|
|||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
23,471,433 | 55,295,388 | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
541,253,833 | 562,688,930 | ||||||
|
|
|
|
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 564,725,266 | $ | 617,984,318 | ||||
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements. | (Concluded) |
- 7 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2017 and 2016
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
(Reviewed, Not Audited)
1. | GENERAL |
Taiwan Semiconductor Manufacturing Company Limited (TSMC), a Republic of China (R.O.C.) corporation, was incorporated on February 21, 1987. TSMC is a dedicated foundry in the semiconductor industry which engages mainly in the manufacturing, selling, packaging, testing and computer-aided design of integrated circuits and other semiconductor devices and the manufacturing of masks.
On September 5, 1994, TSMCs 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 TSMCs subsidiaries are described in Note 4.
2. | THE AUTHORIZATION OF FINANCIAL STATEMENTS |
The accompanying consolidated financial statements were reported to the Board of Directors and issued on May 9, 2017.
3. | APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS |
a. | Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) for application starting from 2017 |
Rule No. 1050050021 and Rule No. 1050026834 issued by the FSC stipulated that starting January 1, 2017, TSMC and its subsidiaries (collectively as the Company) should apply the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC and SIC issued by the International Accounting Standards Board (IASB) (collectively, IFRSs) and endorsed and issued into effect by the FSC for application starting from 2017.
Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC for application starting from 2017 would not have a significant effect on the Companys accounting policies:
1) | Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers |
The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the Company are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Company has significant transaction. If the transaction or balance with a specific related party is 10% or more of the Companys respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.
- 8 -
When the amendments are applied retrospectively from January 1, 2017, the disclosure of related party transactions is enhanced, please refer to Note 29.
b. | The IFRSs issued by IASB but not yet endorsed and issued into effect by FSC |
The Company has not applied the following IFRSs issued by the IASB but not endorsed and issued into effect by the FSC. The FSC announced that the Company should apply IFRS 9 and IFRS 15 starting January 1, 2018. As of the date the consolidated financial statements were issued, the FSC has not announced the effective dates of other new IFRSs.
New, Revised or Amended Standards and Interpretations |
Effective Date Issued by IASB (Note 1) | |
Annual Improvements to IFRSs 2014-2016 Cycle |
Note 2 | |
Amendment to IFRS 2 Classification and Measurement of Share-based Payment Transactions |
January 1, 2018 | |
IFRS 9 Financial Instruments |
January 1, 2018 | |
Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosure |
January 1, 2018 | |
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
To be determined by IASB | |
IFRS 15 Revenue from Contracts with Customers |
January 1, 2018 | |
Amendment to IFRS 15 Clarifications to IFRS 15 |
January 1, 2018 | |
IFRS 16 Leases |
January 1, 2019 | |
Amendment to IAS 7 Disclosure Initiative |
January 1, 2017 | |
Amendment to IAS 12 Recognition of Deferred Tax Assets for Unrealized Losses |
January 1, 2017 | |
IFRIC 22 Foreign Currency Transactions and Advance Consideration |
January 1, 2018 |
Note 1: | The aforementioned new, revised or amended standards or interpretations are effective after fiscal year beginning on or after the effective dates, unless specified otherwise. |
Note 2: | The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018. |
Except for the following items, the Company believes that the adoption of aforementioned standards or interpretations will not have a significant effect on the Companys accounting policies.
- 9 -
1) | IFRS 9, Financial Instruments |
All recognized financial assets currently in the scope of IAS 39, Financial Instruments: Recognition and Measurement, will be subsequently measured at either the amortized cost or the fair value. The classification and measurement requirements in IFRS 9 are stated as follows:
For the debt instruments invested by the Company, if the contractual cash flows that are solely for payments of principal and interest on the principal amount outstanding, the classification and measurement requirements are stated as follows:
a) | If the objective of the Companys business model is to hold the financial asset to collect the contractual cash flows, such assets are measured at the amortized cost. Interest revenue should be recognized in profit or loss by using the effective interest method, continuously assessed for impairment and the impairment loss or reversal of impairment loss should be recognized in profit and loss. |
b) | If the objective of the Companys business model is to hold the financial asset both to collect the contractual cash flows and to sell the financial assets, such assets are measured at fair value through other comprehensive income and are continuously assessed for impairment. Interest revenue should be recognized in profit or loss by using the effective interest method. A gain or loss on a financial asset measured at fair value through other comprehensive income should be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When such financial asset is derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss. |
The other financial assets which do not meet the aforementioned criteria should be measured at the fair value through profit or loss. However, the Company may irrevocably designate an investment in equity instruments that is not held for trading as measured at fair value through other comprehensive income. All relevant gains and losses shall be recognized in other comprehensive income, except for dividends which are recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.
IFRS 9 adds a new expected loss impairment model to measure the impairment of financial assets. A loss allowance for expected credit losses should be recognized on financial assets measured at amortized cost and financial assets mandatorily measured at fair value through other comprehensive income. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company should measure the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. If the credit risk on a financial instrument has increased significantly since initial recognition and is not deemed to be a low credit risk, the Company should measure the loss allowance for that financial instrument at an amount equal to the lifetime expected credit losses. The Company should always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables.
The main changes in hedge accounting amended the application requirements for hedge accounting to better reflect the entitys risk management activities. Compared with IAS 39, the main changes include: (1) enhancing types of transactions eligible for hedge accounting, specifically broadening the risks eligible for hedge accounting of non-financial items; (2) changing the way hedging derivative instruments are accounted for to reduce profit or loss volatility; and (3) replacing retrospective effectiveness assessment with the principle of economic relationship between the hedging instrument and the hedged item.
When IFRS 9 becomes effective, the Company may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application. However, the requirements for general hedge accounting shall be applied prospectively.
- 10 -
2) | IFRS 15, Revenue from Contracts with Customers and related amendment |
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18, Revenue, IAS 11, Construction Contracts, and a number of revenue-related interpretations.
When applying IFRS 15, the Company shall recognize revenue by applying the following steps:
| Identify the contract with the customer; |
| Identify the performance obligations in the contract; |
| Determine the transaction price; |
| Allocate the transaction price to the performance obligations in the contracts; and |
| Recognize revenue when the entity satisfies a performance obligation. |
When IFRS 15 and related amendment are effective, the Company may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this Standard recognized at the date of initial application.
3) | IFRS 16, Leases |
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Under IFRS 16, if the Company is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Company may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Company should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for both the principal and interest portion of the lease liability are classified within financing activities.
When IFRS 16 becomes effective, the Company may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.
Except for the aforementioned impact, as of the date that the accompanying consolidated financial statements were issued, the Company continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the other standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Except for the following, the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2016.
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.
- 11 -
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 IAS 34, Interim Financial Reporting, endorsed and issued into effect by the FSC. The consolidated financial statements do not present all the disclosures required for a complete set of annual consolidated financial statements prepared under the IFRSs endorsed and issued into effect by the FSC (collectively, Taiwan-IFRSs) for application starting from 2017.
Basis of Consolidation
The basis of preparation and the basis for the consolidated financial statements
The basis of preparation and the basis for the consolidated financial statements applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2016.
The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
Establishment and Operating Location |
Percentage of Ownership | |||||||||||||||||||||
Name of Investor | Name of Investee | Main Businesses and Products | March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
Note | ||||||||||||||||
TSMC |
TSMC North America |
Selling and marketing of integrated circuits and other semiconductor devices |
San Jose, California, U.S.A. |
100% | 100% | 100% | | |||||||||||||||
TSMC Japan Limited (TSMC Japan) |
Customer service and supporting activities |
Yokohama, Japan |
100% | 100% | 100% | a) | ||||||||||||||||
TSMC Partners, Ltd. (TSMC Partners) |
Investing in companies involved in the design, manufacture, and other related business in the semiconductor industry and other investment activities |
Tortola, British Virgin Islands |
100% | 100% | 100% | a) | ||||||||||||||||
TSMC Korea Limited (TSMC Korea) |
Customer service and supporting activities |
Seoul, Korea |
100% | 100% | 100% | a) | ||||||||||||||||
TSMC Europe B.V. (TSMC Europe) |
Customer service and supporting activities |
Amsterdam, the Netherlands |
100% | 100% | 100% | a) | ||||||||||||||||
TSMC Global, Ltd. (TSMC Global) |
Investment activities |
Tortola, British Virgin Islands |
100% | 100% | 100% | | ||||||||||||||||
TSMC China Company Limited (TSMC China) |
Manufacturing, selling, testing and computer-aided design of integrated circuits and other semiconductor devices |
Shanghai, China |
100% | 100% | 100% | | ||||||||||||||||
TSMC Nanjing Company Limited (TSMC Nanjing) |
Manufacturing, selling, testing and computer-aided design of integrated circuits and other semiconductor devices |
Nanjing, China |
100% | 100% | | b) | ||||||||||||||||
VentureTech Alliance Fund III, L.P. (VTAF III) |
Investing in new start-up technology companies |
Cayman Islands |
98% | 98% | 98% | a) | ||||||||||||||||
VentureTech Alliance Fund II, L.P. (VTAF II) |
Investing in new start-up technology companies |
Cayman Islands |
98% | 98% | 98% | a) | ||||||||||||||||
Emerging Alliance Fund, L.P. (Emerging Alliance) |
Investing in new start-up technology companies |
Cayman Islands |
| | 99.5% | |
a), c) |
| ||||||||||||||
TSMC Solar Europe GmbH |
Selling of solar related products and providing customer service |
Hamburg, Germany |
100% | 100% | 100% | |
a), d) |
| ||||||||||||||
Chi Cherng Investment Co., Ltd. (Chi Cherng) |
Investment activities |
Taipei, Taiwan |
| | 100% | e) | ||||||||||||||||
VisEra Technologies Company Ltd. (VisEra Tech) |
Engaged in manufacturing electronic spare parts and in researching, developing, designing, manufacturing, selling, packaging and testing of color filter |
Hsin-Chu, Taiwan |
87% | 87% | | f) |
(Continued)
- 12 -
Establishment and Operating Location |
Percentage of Ownership | |||||||||||||||||||||
Name of Investor | Name of Investee | Main Businesses and Products | March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
Note | ||||||||||||||||
TSMC Partners |
TSMC Design Technology Canada Inc. (TSMC Canada) |
Engineering support activities |
Ontario, Canada |
100% | 100% | 100% | a) | |||||||||||||||
TSMC Technology, Inc. (TSMC Technology) |
Engineering support activities |
Delaware, U.S.A. |
100% | 100% | 100% | a) | ||||||||||||||||
TSMC Development, Inc. (TSMC Development) |
Investing in companies involved in the manufacturing related business in the semiconductor industry |
Delaware, U.S.A. |
100% | 100% | 100% | | ||||||||||||||||
InveStar Semiconductor Development Fund, Inc. (ISDF) |
Investing in new start-up technology companies |
Cayman Islands |
97% | 97% | 97% | a), g) | ||||||||||||||||
InveStar Semiconductor Development Fund, Inc. (II) LDC. (ISDF II) |
Investing in new start-up technology companies |
Cayman Islands |
97% | 97% | 97% | a), g) | ||||||||||||||||
VisEra Holding Company (VisEra Holding) |
Investing in companies involved in the design, manufacturing and other related businesses in the semiconductor industry |
Cayman Islands |
| | 98% | a), f) | ||||||||||||||||
TSMC Development |
WaferTech, LLC (WaferTech) |
Manufacturing, selling and testing of integrated circuits and other semiconductor devices |
Washington, U.S.A. |
100% | 100% | 100% | | |||||||||||||||
VTAF III |
Mutual-Pak Technology Co., Ltd. (Mutual-Pak) |
Manufacturing of electronic parts, wholesaling and retailing of electronic materials, and researching, developing and testing of RFID |
New Taipei, Taiwan |
58% | 58% | 58% | a) | |||||||||||||||
Growth Fund Limited (Growth Fund) |
Investing in new start-up technology companies |
Cayman Islands |
100% | 100% | 100% | a) | ||||||||||||||||
VTAF III, VTAF II and Emerging Alliance |
VentureTech Alliance Holdings, LLC (VTA Holdings) |
Investing in new start-up technology companies |
Delaware, U.S.A. |
| | 100% | a), c), h) | |||||||||||||||
VTAF III, VTAF II and TSMC |
VTA Holdings |
Investing in new start-up technology companies |
Delaware, U.S.A. |
100% | 100% | | a), c), h) | |||||||||||||||
VisEra Holding |
VisEra Tech |
Engaged in manufacturing electronic spare parts and in researching, developing, designing, manufacturing, selling, packaging and testing of color filter |
Hsin-Chu, Taiwan |
| | 87% | f) |
(Concluded)
Note a: | This is an immaterial subsidiary for which the consolidated financial statements are not reviewed by the Companys independent accountants. |
Note b: | Under the investment agreement entered into with the municipal government of Nanjing, China on March 28, 2016, the Company will make an investment in Nanjing in the amount of approximately US$3 billion to establish a subsidiary operating a 300mm wafer fab with the capacity of 20,000 12-inch wafers per month, and a design service center. TSMC Nanjing was established in May 2016. |
Note c: | Due to the expiration of the investment agreement between Emerging Alliance and TSMC, Emerging Alliance completed the liquidation procedures in April 2016. Emerging Alliances ownership in VTA Holdings was held directly by TSMC. |
Note d: | TSMC Solar Europe GmbH has started the liquidation procedures. |
Note e: | Chi Cherng was incorporated into TSMC in December 2016. |
Note f: | To simplify investment structure, VisEra Tech owned by VisEra Holding was transferred to TSMC in the third quarter of 2016. In October 2016, VisEra Holding was incorporated into TSMC Partners, the subsidiary of TSMC. |
Note g: | ISDF and ISDF II have started the liquidation procedures. |
Note h: | VTA Holdings completed the liquidation procedures in April 2017. |
Retirement Benefits
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. The interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.
- 13 -
5. | CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY |
The same critical accounting judgments and key sources of estimates and uncertainty have been followed in these consolidated financial statements as were applied in the preparation of the Companys consolidated financial statements for the year ended December 31, 2016.
6. | CASH AND CASH EQUIVALENTS |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Cash and deposits in banks |
$ | 564,224,428 | $ | 536,895,344 | $ | 610,578,696 | ||||||
Repurchase agreements collateralized by corporate bonds |
500,838 | 2,361,250 | 7,005,622 | |||||||||
Commercial paper |
| 1,997,239 | | |||||||||
Repurchase agreements collateralized by government bonds |
| | 400,000 | |||||||||
|
|
|
|
|
|
|||||||
$ | 564,725,266 | $ | 541,253,833 | $ | 617,984,318 | |||||||
|
|
|
|
|
|
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 |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Financial assets |
||||||||||||
Held for trading |
||||||||||||
Forward exchange contracts |
$ | 23,432 | $ | 142,406 | $ | 618,810 | ||||||
Cross currency swap contracts |
| 10,976 | | |||||||||
|
|
|
|
|
|
|||||||
23,432 | 153,382 | 618,810 | ||||||||||
|
|
|
|
|
|
|||||||
Designated as at FVTPL |
||||||||||||
Time deposit |
5,344,256 | 6,297,708 | | |||||||||
Forward exchange contracts |
6,315 | 22 | | |||||||||
|
|
|
|
|
|
|||||||
5,350,571 | 6,297,730 | | ||||||||||
|
|
|
|
|
|
|||||||
$ | 5,374,003 | $ | 6,451,112 | $ | 618,810 | |||||||
|
|
|
|
|
|
|||||||
Financial liabilities |
||||||||||||
Held for trading |
||||||||||||
Forward exchange contracts |
$ | 80,795 | $ | 91,585 | $ | 16 | ||||||
Designated as at FVTPL |
||||||||||||
Forward exchange contracts |
44,140 | 99,550 | | |||||||||
|
|
|
|
|
|
|||||||
$ | 124,935 | $ | 191,135 | $ | 16 | |||||||
|
|
|
|
|
|
The Company entered into derivative contracts to manage exposures due to fluctuations of foreign exchange rates. The derivative contracts entered into by the Company did not meet the criteria for hedge accounting. Therefore, the Company did not apply hedge accounting treatment for derivative contracts.
- 14 -
Outstanding forward exchange contracts consisted of the following:
Contract Amount | ||||||
Maturity Date | (In Thousands) | |||||
March 31, 2017 |
||||||
Sell NT$/Buy EUR |
April 2017 to May 2017 | NT$3,147,552/EUR96,000 | ||||
Sell NT$/Buy JPY |
April 2017 to May 2017 | NT$12,846,853/JPY47,100,000 | ||||
Sell US$/Buy EUR |
April 2017 | US$109,848/EUR101,270 | ||||
Sell US$/Buy JPY |
April 2017 | US$129,021/JPY14,339,800 | ||||
Sell US$/Buy NT$ |
April 2017 to May 2017 | US$8,000/NT$245,033 | ||||
Sell US$/Buy RMB |
April 2017 to June 2017 | US$469,482/RMB3,233,987 | ||||
December 31, 2016 |
||||||
Sell NT$/Buy EUR |
January 2017 | NT$5,393,329/EUR159,400 | ||||
Sell NT$/Buy JPY |
January 2017 | NT$7,314,841/JPY26,501,800 | ||||
Sell US$/Buy EUR |
January 2017 | US$4,180/EUR4,000 | ||||
Sell US$/Buy JPY |
January 2017 | US$428/JPY50,000 | ||||
Sell US$/Buy NT$ |
January 2017 to February 2017 | US$439,000/NT$14,138,202 | ||||
Sell US$/Buy RMB |
January 2017 to June 2017 | US$421,750/RMB2,908,380 | ||||
March 31, 2016 |
||||||
Sell US$/Buy JPY |
April 2016 | US$500/JPY56,125 | ||||
Sell US$/Buy RMB |
April 2016 | US$193,000/RMB1,255,743 | ||||
Sell US$/Buy NT$ |
April 2016 to May 2016 | US$1,092,000/NT$35,729,464 |
Outstanding cross currency swap contracts consisted of the following:
Maturity Date | Contract Amount (In Thousands) |
Range of Interest Rates |
Range of Interest Rates |
|||||||||
|
||||||||||||
December 31, 2016 |
||||||||||||
January 2017 |
US$170,000/NT$5,487,600 | 3.98% | |
8. | AVAILABLE-FOR-SALE FINANCIAL ASSETS |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
|
||||||||||||
Corporate bonds |
$ | 31,423,219 | $ | 29,999,508 | $ | 9,343,220 | ||||||
Agency bonds/Agency mortgage-backed securities |
17,234,724 | 14,880,482 | 5,507,441 | |||||||||
Asset-backed securities |
11,252,756 | 11,254,757 | 5,618,046 | |||||||||
Government bonds |
7,831,260 | 8,457,362 | 508,705 | |||||||||
Publicly traded stocks |
2,849,231 | 3,196,658 | 1,255,493 | |||||||||
Commercial paper |
492,607 | | | |||||||||
|
|
|
|
|
|
|||||||
$ | 71,083,797 | $ | 67,788,767 | $ | 22,232,905 | |||||||
|
|
|
|
|
|
- 15 -
9. | HELD-TO-MATURITY FINANCIAL ASSETS |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
|
||||||||||||
Corporate bonds/Bank debentures |
$ | 22,241,885 | $ | 23,849,701 | $ | 16,860,145 | ||||||
Commercial paper |
10,323,947 | 8,628,176 | 399,338 | |||||||||
Negotiable certificate of deposit |
4,555,500 | 4,829,850 | 4,827,000 | |||||||||
Structured product |
1,518,500 | 1,609,950 | 3,000,000 | |||||||||
|
|
|
|
|
|
|||||||
$ | 38,639,832 | $ | 38,917,677 | $ | 25,086,483 | |||||||
|
|
|
|
|
|
|||||||
Current portion |
$ | 18,140,374 | $ | 16,610,116 | $ | 7,561,182 | ||||||
Noncurrent portion |
20,499,458 | 22,307,561 | 17,525,301 | |||||||||
|
|
|
|
|
|
|||||||
$ | 38,639,832 | $ | 38,917,677 | $ | 25,086,483 | |||||||
|
|
|
|
|
|
10. | HEDGING DERIVATIVE FINANCIAL INSTRUMENTS |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Financial assets - current |
||||||||||||
Fair value hedges |
||||||||||||
Interest rate futures contracts |
$ | | $ | 5,550 | $ | | ||||||
|
|
|
|
|
|
|||||||
Financial liabilities - current |
||||||||||||
Fair value hedges |
||||||||||||
Interest rate futures contracts |
$ | 3,908 | $ | | $ | 458 | ||||||
|
|
|
|
|
|
The Company entered into interest rate futures contracts, which are used to hedge against price risk caused by changes in interest rates in the Companys investments in fixed income securities.
The outstanding interest rate futures contracts consisted of the following:
Maturity Period | Contract Amount (US$ in Thousands) |
|||
March 31, 2017 |
||||
June 2017 |
US$ | 52,400 | ||
December 31, 2016 |
||||
March 2017 |
US$ | 53,600 | ||
March 31, 2016 |
||||
June 2016 |
US$ | 8,000 |
- 16 -
11. | NOTES AND ACCOUNTS RECEIVABLE, NET |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Notes and accounts receivable |
$ | 109,010,938 | $ | 128,815,389 | $ | 96,761,458 | ||||||
Allowance for doubtful receivables |
(478,109 | ) | (480,118 | ) | (488,188 | ) | ||||||
|
|
|
|
|
|
|||||||
Notes and accounts receivable, net |
$ | 108,532,829 | $ | 128,335,271 | $ | 96,273,270 | ||||||
|
|
|
|
|
|
In principle, the payment term granted to customers is due 30 days from the invoice date or 30 days from the end of the month of when the invoice is issued. The allowance for doubtful receivables is assessed by reference to the collectability of receivables by performing the account aging analysis, historical experience and current financial condition of customers.
Except for those impaired, for the rest of the notes and accounts receivable, the account aging analysis at the end of the reporting period is summarized in the following table. Notes and accounts receivable include amounts that are past due but for which the Company has not recognized a specific allowance for doubtful receivables after the assessment since there has not been a significant change in the credit quality of its customers and the amounts are still considered recoverable. In addition, the Company has obtained guarantee to certain receivables.
Aging analysis of notes and accounts receivable, net
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Neither past due nor impaired |
$ | 94,790,800 | $ | 108,411,408 | $ | 83,871,066 | ||||||
Past due but not impaired |
||||||||||||
Past due within 30 days |
9,682,935 | 15,017,824 | 10,181,534 | |||||||||
Past due 31-60 days |
550,853 | 1,844,726 | 1,815,102 | |||||||||
Past due 61-120 days |
3,508,241 | 3,061,313 | 405,568 | |||||||||
|
|
|
|
|
|
|||||||
$ | 108,532,829 | $ | 128,335,271 | $ | 96,273,270 | |||||||
|
|
|
|
|
|
Movements of the allowance for doubtful receivables
Individually Assessed for Impairment |
Collectively Assessed for Impairment |
Total | ||||||||||
Balance at January 1, 2017 |
$ | 1,848 | $ | 478,270 | $ | 480,118 | ||||||
Reversal/Write-off |
(1,848 | ) | | (1,848 | ) | |||||||
Effect of exchange rate changes |
| (161 | ) | (161 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at March 31, 2017 |
$ | | $ | 478,109 | $ | 478,109 | ||||||
|
|
|
|
|
|
|||||||
Balance at January 1, 2016 |
$ | 10,241 | $ | 478,010 | $ | 488,251 | ||||||
Effect of exchange rate changes |
| (63 | ) | (63 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at March 31, 2016 |
$ | 10,241 | $ | 477,947 | $ | 488,188 | ||||||
|
|
|
|
|
|
- 17 -
Aging analysis of accounts receivable that is individually determined as impaired
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Past due over 121 days |
$ | | $ | 1,848 | $ | 10,241 | ||||||
|
|
|
|
|
|
12. | INVENTORIES |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Finished goods |
$ | 8,024,042 | $ | 8,521,873 | $ | 5,812,241 | ||||||
Work in process |
34,535,606 | 33,330,870 | 46,429,187 | |||||||||
Raw materials |
5,239,223 | 4,012,190 | 2,716,815 | |||||||||
Supplies and spare parts |
2,590,151 | 2,817,300 | 2,284,077 | |||||||||
|
|
|
|
|
|
|||||||
$ | 50,389,022 | $ | 48,682,233 | $ | 57,242,320 | |||||||
|
|
|
|
|
|
Reversal of the reserve for inventory write-downs resulting from the increase in net realizable value in the amount of NT$942,343 thousand and NT$544,672 thousand (excluding earthquake losses), respectively, were included in the cost of revenue for the three months ended March 31, 2017 and 2016. Please refer to related earthquake losses in Note 33.
13. | FINANCIAL ASSETS CARRIED AT COST |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Non-publicly traded stocks |
$ | 2,791,642 | $ | 2,944,859 | $ | 3,204,088 | ||||||
Mutual funds |
1,287,650 | 1,157,608 | 889,480 | |||||||||
|
|
|
|
|
|
|||||||
$ | 4,079,292 | $ | 4,102,467 | $ | 4,093,568 | |||||||
|
|
|
|
|
|
Since there is a wide range of estimated fair values of the Companys investments in non-publicly traded stocks, the Company concludes that the fair value cannot be reliably measured and therefore should be measured at the cost less any impairment.
The stock of Impinj, Inc. was listed in July 2016. Accordingly, the Company reclassified the aforementioned investments from financial assets carried at cost to available-for-sale financial assets.
14. | INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD |
Associates consisted of the following:
Place of | Carrying Amount | % of Ownership and Voting Rights Held by the Company | ||||||||||||||||||||
Name of Associate | Principal Activities |
Incorporation and Operation |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 | ||||||||||||||
Vanguard International Semiconductor Corporation (VIS) |
Manufacturing, selling, packaging, testing and computer-aided design of integrated circuits and other semiconductor devices and the manufacturing and design service of masks |
Hsinchu, Taiwan |
$ | 9,072,232 | $ | 8,806,384 | $ | 8,846,336 | 28% | 28% | 28% | |||||||||||
Systems on Silicon Manufacturing Company Pte Ltd. (SSMC) |
Manufacturing and selling of integrated circuits and other semiconductor devices |
Singapore |
7,153,964 | 7,163,516 | 9,649,635 | 39% | 39% | 39% |
(Continued)
- 18 -
Place of | Carrying Amount | % of Ownership and Voting Rights Held by the Company |
||||||||||||||||||||||||||
Name of Associate | Principal Activities |
Incorporation and Operation |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||||||||||||
Xintec Inc. (Xintec) |
Wafer level chip size packaging and wafer level post passivation interconnection service |
Taoyuan, Taiwan |
$ | 2,488,903 | $ | 2,599,807 | $ | 2,896,364 | 41% | 41% | 41% | |||||||||||||||||
Global Unichip Corporation (GUC) |
Researching, developing, manufacturing, testing and marketing of integrated circuits |
Hsinchu, Taiwan |
1,224,963 | 1,174,181 | 1,174,917 | 35% | 35% | 35% | ||||||||||||||||||||
Motech Industries, Inc. (Motech) |
Manufacturing and selling of solar cells, crystalline silicon solar wafer, solar module, solar inverter and design and construction of solar power systems |
New Taipei, Taiwan |
| | 2,148,431 | | | 12% | ||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
$ | 19,940,062 | $ | 19,743,888 | $ | 24,715,683 | |||||||||||||||||||||||
|
|
|
|
|
|
(Concluded)
Starting June 2016, the Company has no longer served as Motechs board of director. As a result, the Company exercises no significant influence over Motech. Therefore, Motech is no longer accounted for using the equity method. Further, such investment was reclassified to available-for-sale financial assets and the Company recognized a disposal loss of NT$259,960 thousand.
The market prices of the investments accounted for using the equity method in publicly traded stocks calculated by the closing price at the end of the reporting period are summarized as follows. The closing price represents the quoted price in active markets, the level 1 fair value measurement.
Name of Associate | March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
|||||||||
VIS |
$ | 26,832,118 | $ | 26,089,360 | $ | 23,350,442 | ||||||
|
|
|
|
|
|
|||||||
Xintec |
$ | 5,007,687 | $ | 3,622,227 | $ | 3,204,919 | ||||||
|
|
|
|
|
|
|||||||
GUC |
$ | 4,738,818 | $ | 3,664,997 | $ | 3,926,449 | ||||||
|
|
|
|
|
|
|||||||
Motech |
$ | 2,128,672 | ||||||||||
|
|
- 19 -
15. | PROPERTY, PLANT AND EQUIPMENT |
Land and Land Improvements |
Buildings | Machinery and Equipment |
Office Equipment |
Assets under Finance Leases |
Equipment under Installation and Construction in Progress |
Total | ||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Balance at January 1, 2017 |
$ | 4,049,292 | $ | 304,404,474 | $ | 2,042,867,744 | $ | 34,729,640 | $ | | $ | 387,199,675 | $ | 2,773,250,825 | ||||||||||||||
Additions (Deductions) |
| 22,844,918 | 107,830,782 | 2,280,174 | | (33,261,906 | ) | 99,693,968 | ||||||||||||||||||||
Disposals or retirements |
| (18,994 | ) | (1,466,833 | ) | (4,993 | ) | | | (1,490,820 | ) | |||||||||||||||||
Reclassification |
| | 8,791 | 1,507 | | | 10,298 | |||||||||||||||||||||
Effect of exchange rate changes |
(47,560 | ) | (1,124,646 | ) | (4,261,654 | ) | (129,570 | ) | | (176,397 | ) | (5,739,827 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2017 |
$ | 4,001,732 | $ | 326,105,752 | $ | 2,144,978,830 | $ | 36,876,758 | $ | | $ | 353,761,372 | $ | 2,865,724,444 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation and impairment |
||||||||||||||||||||||||||||
Balance at January 1, 2017 |
$ | 524,845 | $ | 174,349,077 | $ | 1,577,377,509 | $ | 23,221,707 | $ | | $ | | $ | 1,775,473,138 | ||||||||||||||
Additions |
7,106 | 4,600,837 | 53,350,352 | 1,175,066 | | | 59,133,361 | |||||||||||||||||||||
Disposals or retirements |
| (18,994 | ) | (1,336,213 | ) | (4,974 | ) | | | (1,360,181 | ) | |||||||||||||||||
Reclassification |
| | 8,195 | 1,466 | | | 9,661 | |||||||||||||||||||||
Effect of exchange rate changes |
(29,992 | ) | (910,592 | ) | (3,861,614 | ) | (93,480 | ) | | | (4,895,678 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2017 |
$ | 501,959 | $ | 178,020,328 | $ | 1,625,538,229 | $ | 24,299,785 | $ | | $ | | $ | 1,828,360,301 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amounts at January 1, 2017 |
$ | 3,524,447 | $ | 130,055,397 | $ | 465,490,235 | $ | 11,507,933 | $ | | $ | 387,199,675 | $ | 997,777,687 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amounts at March 31, 2017 |
$ | 3,499,773 | $ | 148,085,424 | $ | 519,440,601 | $ | 12,576,973 | $ | | $ | 353,761,372 | $ | 1,037,364,143 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cost |
||||||||||||||||||||||||||||
Balance at January 1, 2016 |
$ | 4,067,391 | $ | 296,801,864 | $ | 1,893,489,604 | $ | 30,700,049 | $ | 7,113 | $ | 192,111,548 | $ | 2,417,177,569 | ||||||||||||||
Additions |
| 2,448,970 | 16,972,797 | 883,459 | | 25,824,137 | 46,129,363 | |||||||||||||||||||||
Disposals or retirements |
| | (998,529 | ) | (61,741 | ) | | | (1,060,270 | ) | ||||||||||||||||||
Reclassification |
| | | 7,113 | (7,113 | ) | | | ||||||||||||||||||||
Effect of exchange rate changes |
(18,593 | ) | (442,618 | ) | (1,584,024 | ) | (39,858 | ) | | (5,747 | ) | (2,090,840 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2016 |
$ | 4,048,798 | $ | 298,808,216 | $ | 1,907,879,848 | $ | 31,489,022 | $ | | $ | 217,929,938 | $ | 2,460,155,822 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation and impairment |
||||||||||||||||||||||||||||
Balance at January 1, 2016 |
$ | 506,185 | $ | 157,910,155 | $ | 1,385,857,655 | $ | 19,426,069 | $ | 7,113 | $ | | $ | 1,563,707,177 | ||||||||||||||
Additions |
7,557 | 4,382,978 | 49,527,167 | 1,033,027 | | | 54,950,729 | |||||||||||||||||||||
Disposals or retirements |
| | (983,846 | ) | (61,680 | ) | | | (1,045,526 | ) | ||||||||||||||||||
Reclassification |
| | | 7,113 | (7,113 | ) | | | ||||||||||||||||||||
Effect of exchange rate changes |
(11,222 | ) | (341,013 | ) | (1,380,339 | ) | (29,434 | ) | | | (1,762,008 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2016 |
$ | 502,520 | $ | 161,952,120 | $ | 1,433,020,637 | $ | 20,375,095 | $ | | $ | | $ | 1,615,850,372 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amounts at March 31, 2016 |
$ | 3,546,278 | $ | 136,856,096 | $ | 474,859,211 | $ | 11,113,927 | $ | | $ | 217,929,938 | $ | 844,305,450 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The significant part of the Companys 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.
- 20 -
16. | INTANGIBLE ASSETS |
Goodwill | Technology License Fees |
Software and System Design Costs |
Patent and Others |
Total | ||||||||||||||||
Cost |
||||||||||||||||||||
Balance at January 1, 2017 |
$ | 6,007,975 | $ | 9,546,007 | $ | 22,243,595 | $ | 5,386,435 | $ | 43,184,012 | ||||||||||
Additions |
| 233,977 | 528,188 | 195,537 | 957,702 | |||||||||||||||
Retirements |
| | (75,237 | ) | | (75,237 | ) | |||||||||||||
Reclassification |
| | 7,662 | (17,960 | ) | (10,298 | ) | |||||||||||||
Effect of exchange rate changes |
(249,171 | ) | (2,607 | ) | (6,197 | ) | (6,275 | ) | (264,250 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2017 |
$ | 5,758,804 | $ | 9,777,377 | $ | 22,698,011 | $ | 5,557,737 | $ | 43,791,929 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accumulated amortization and impairment |
||||||||||||||||||||
Balance at January 1, 2017 |
$ | | $ | 6,147,200 | $ | 18,144,428 | $ | 4,277,538 | $ | 28,569,166 | ||||||||||
Additions |
| 385,022 | 525,031 | 128,771 | 1,038,824 | |||||||||||||||
Retirements |
| | (75,237 | ) | | (75,237 | ) | |||||||||||||
Reclassification |
| | 7,409 | (17,070 | ) | (9,661 | ) | |||||||||||||
Effect of exchange rate changes |
| (2,607 | ) | (5,125 | ) | (1,867 | ) | (9,599 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2017 |
$ | | $ | 6,529,615 | $ | 18,596,506 | $ | 4,387,372 | $ | 29,513,493 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amounts at January 1, 2017 |
$ | 6,007,975 | $ | 3,398,807 | $ | 4,099,167 | $ | 1,108,897 | $ | 14,614,846 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amounts at March 31, 2017 |
$ | 5,758,804 | $ | 3,247,762 | $ | 4,101,505 | $ | 1,170,365 | $ | 14,278,436 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost |
||||||||||||||||||||
Balance at January 1, 2016 |
$ | 6,104,784 | $ | 8,454,304 | $ | 19,474,428 | $ | 4,879,026 | $ | 38,912,542 | ||||||||||
Additions |
| 454,622 | 230,629 | 235,392 | 920,643 | |||||||||||||||
Retirements |
| | (1,800 | ) | | (1,800 | ) | |||||||||||||
Effect of exchange rate changes |
(98,616 | ) | 2,607 | (2,667 | ) | (2,478 | ) | (101,154 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2016 |
$ | 6,006,168 | $ | 8,911,533 | $ | 19,700,590 | $ | 5,111,940 | $ | 39,730,231 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accumulated amortization and impairment |
||||||||||||||||||||
Balance at January 1, 2016 |
$ | | $ | 4,779,388 | $ | 16,431,666 | $ | 3,635,608 | $ | 24,846,662 | ||||||||||
Additions |
| 314,356 | 409,156 | 172,820 | 896,332 | |||||||||||||||
Retirements |
| | (1,800 | ) | | (1,800 | ) | |||||||||||||
Effect of exchange rate changes |
| 2,607 | (2,430 | ) | (653 | ) | (476 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2016 |
$ | | $ | 5,096,351 | $ | 16,836,592 | $ | 3,807,775 | $ | 25,740,718 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amounts at March 31, 2016 |
$ | 6,006,168 | $ | 3,815,182 | $ | 2,863,998 | $ | 1,304,165 | $ | 13,989,513 | ||||||||||
|
|
|
|
|
|
|
|
|
|
The Companys 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 rate of 8.40% in its test of impairment for December 31, 2016 to reflect the relevant specific risk in the cash-generating unit.
- 21 -
17. | OTHER ASSETS |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Tax receivable |
$ | 1,921,963 | $ | 2,325,825 | $ | 1,534,342 | ||||||
Prepaid expenses |
1,037,963 | 1,007,026 | 1,151,672 | |||||||||
Net Input VAT |
465,526 | 333,140 | | |||||||||
Long-term receivable |
| | 365,000 | |||||||||
Others |
1,223,847 | 1,219,863 | 1,044,453 | |||||||||
|
|
|
|
|
|
|||||||
$ | 4,649,299 | $ | 4,885,854 | $ | 4,095,467 | |||||||
|
|
|
|
|
|
|||||||
Current portion |
$ | 3,025,168 | $ | 3,385,422 | $ | 2,695,531 | ||||||
Noncurrent portion |
1,624,131 | 1,500,432 | 1,399,936 | |||||||||
|
|
|
|
|
|
|||||||
$ | 4,649,299 | $ | 4,885,854 | $ | 4,095,467 | |||||||
|
|
|
|
|
|
18. | SHORT-TERM LOANS |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Unsecured loans |
||||||||||||
Amount |
$ | 54,666,000 | $ | 57,958,200 | $ | 34,690,040 | ||||||
|
|
|
|
|
|
|||||||
Original loan content |
||||||||||||
US$ (in thousands) |
$ | 1,800,000 | $ | 1,800,000 | $ | 1,078,000 | ||||||
Annual interest rate |
1.08%-1.23% | 0.87%-1.07% | 0.62%-0.70% | |||||||||
Maturity date |
|
Due by April 2017 |
|
|
Due by January 2017 |
|
|
Due in April 2016 |
|
19. | PROVISIONS |
The Companys current provisions were provisions for sales returns and allowances.
Sales Returns and Allowances |
||||
Three months ended March 31, 2017 |
||||
Balance, beginning of period |
$ | 18,037,789 | ||
Provision |
8,556,743 | |||
Payment |
(15,250,080 | ) | ||
Effect of exchange rate changes |
(46,132 | ) | ||
|
|
|||
Balance, end of period |
$ | 11,298,320 | ||
|
|
|||
Three months ended March 31, 2016 |
||||
Balance, beginning of period |
$ | 10,163,536 | ||
Provision |
6,999,654 | |||
Payment |
(7,060,305 | ) | ||
Effect of exchange rate changes |
(12,722 | ) | ||
|
|
|||
Balance, end of period |
$ | 10,090,163 | ||
|
|
- 22 -
Provisions for sales returns and allowances are estimated based on historical experience and the consideration of varying contractual terms, and are recognized as a reduction of revenue in the same period of the related product sales.
20. | BONDS PAYABLE |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Domestic unsecured bonds |
$ | 144,200,000 | $ | 154,200,000 | $ | 166,200,000 | ||||||
Overseas unsecured bonds |
34,925,500 | 37,028,850 | 48,270,000 | |||||||||
|
|
|
|
|
|
|||||||
179,125,500 | 191,228,850 | 214,470,000 | ||||||||||
Less: Discounts on bonds payable |
(26,731 | ) | (35,293 | ) | (56,041 | ) | ||||||
Less: Current portion |
(44,900,000 | ) | (38,100,000 | ) | (33,262,901 | ) | ||||||
|
|
|
|
|
|
|||||||
$ | 134,198,769 | $ | 153,093,557 | $ | 181,151,058 | |||||||
|
|
|
|
|
|
The major terms of overseas unsecured bonds are as follows:
Issuance Period | Total Amount in Thousands) |
Coupon Rate | Repayment and Interest Payment | |||||||
April 2013 to April 2016 |
$ | 350,000 | 0.95% | Bullet repayment; interest payable semi-annually | ||||||
April 2013 to April 2018 |
1,150,000 | 1.625% | The same as above |
21. | GUARANTEE DEPOSITS |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Capacity guarantee |
$ | 18,222,000 | $ | 20,929,350 | $ | 25,744,000 | ||||||
Receivables guarantee |
4,900,473 | 5,559,960 | | |||||||||
Others |
173,876 | 181,312 | 185,365 | |||||||||
|
|
|
|
|
|
|||||||
$ | 23,296,349 | $ | 26,670,622 | $ | 25,929,365 | |||||||
|
|
|
|
|
|
|||||||
Current portion (classified under accrued expenses and other current liabilities) |
$ | 10,974,881 | $ | 12,000,189 | $ | 6,437,085 | ||||||
Noncurrent portion |
12,321,468 | 14,670,433 | 19,492,280 | |||||||||
|
|
|
|
|
|
|||||||
$ | 23,296,349 | $ | 26,670,622 | $ | 25,929,365 | |||||||
|
|
|
|
|
|
Some of guarantee deposits were refunded to customers by offsetting related accounts receivable.
22. | EQUITY |
a. | Capital stock |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Authorized shares (in thousands) |
28,050,000 | 28,050,000 | 28,050,000 | |||||||||
|
|
|
|
|
|
|||||||
Authorized capital |
$ | 280,500,000 | $ | 280,500,000 | $ | 280,500,000 | ||||||
|
|
|
|
|
|
|||||||
Issued and paid shares (in thousands) |
25,930,380 | 25,930,380 | 25,930,380 | |||||||||
|
|
|
|
|
|
|||||||
Issued capital |
$ | 259,303,805 | $ | 259,303,805 | $ | 259,303,805 | ||||||
|
|
|
|
|
|
- 23 -
A holder of issued common shares with par value of NT$10 per share is entitled to vote and to receive dividends.
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock options.
As of March 31, 2017, 1,072,185 thousand ADSs of TSMC were traded on the NYSE. The number of common shares represented by the ADSs was 5,360,926 thousand shares (one ADS represents five common shares).
b. | Capital surplus |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Additional paid-in capital |
$ | 24,184,939 | $ | 24,184,939 | $ | 24,184,939 | ||||||
From merger |
22,804,510 | 22,804,510 | 22,804,510 | |||||||||
From convertible bonds |
8,892,847 | 8,892,847 | 8,892,847 | |||||||||
From share of changes in equities of subsidiaries |
107,798 | 107,798 | 100,761 | |||||||||
From share of changes in equities of associates |
291,969 | 282,155 | 334,263 | |||||||||
Donations |
55 | 55 | 55 | |||||||||
|
|
|
|
|
|
|||||||
$ | 56,282,118 | $ | 56,272,304 | $ | 56,317,375 | |||||||
|
|
|
|
|
|
Under the relevant laws, the capital surplus generated from donations and the excess of the issuance price over the par value of capital stock (including the stock issued for new capital, mergers and convertible bonds) may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or stock dividends up to a certain percentage of TSMCs paid-in capital. The capital surplus from share of changes in equities of subsidiaries and associates may be used to offset a deficit; however, when generated from issuance of restricted shares for employees, such capital surplus may not be used for any purpose.
c. | Retained earnings and dividend policy |
In accordance with the amendments to the R.O.C. Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The amendments to TSMCs Articles of Incorporation on earnings distribution policy had been approved by TSMCs shareholders in its meeting held on June 7, 2016. For policy about the profit sharing bonus to employees, please refer to Note 27.
TSMCs amended Articles of Incorporation provide that, when allocating the net profits for each fiscal year, TSMC shall first offset its losses in previous years and then set aside the following items accordingly:
1) | Legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve equals TSMCs paid-in capital; |
2) | Special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge; |
3) | Any balance left over shall be allocated according to the resolution of the shareholders meeting. |
TSMCs Articles of Incorporation also provide that profits of TSMC may be distributed by way of cash dividend and/or stock dividend. However, distribution of earnings shall be made preferably by way of cash dividend. Distribution of earnings may also be made by way of stock dividend; provided that the ratio for stock dividend shall not exceed 50% of the total distribution.
Any appropriations of the profits are subject to shareholders approval in the following year.
The appropriation for legal capital reserve shall be made until the reserve equals the Companys paid-in capital. The reserve may be used to offset a deficit, or be distributed as dividends in cash or stocks for the portion in excess of 25% of the paid-in capital if the Company incurs no loss.
Pursuant to existing regulations, the Company is required to set aside additional special capital reserve equivalent to the net debit balance of the other components of stockholders equity, such as the accumulated balance of foreign currency translation reserve, unrealized valuation gain/loss from available-for-sale financial assets, gain/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.
- 24 -
The appropriations of 2016 and 2015 earnings have been approved by TSMCs Board of Directors in its meeting held on February 14, 2017 and by TSMCs shareholders in its meeting held on June 7, 2016, respectively. The appropriations and dividends per share were as follows:
Appropriation of Earnings |
Dividends Per Share (NT$) | |||||||||||
For Fiscal | For Fiscal | For Fiscal | For Fiscal | |||||||||
Year 2016 | Year 2015 | Year 2016 | Year 2015 | |||||||||
Legal capital reserve |
$ | 33,424,718 | $ | 30,657,384 | ||||||||
Cash dividends to shareholders |
181,512,663 | 155,582,283 | $7.0 | $6.0 | ||||||||
|
|
|
|
|||||||||
$ | 214,937,381 | $ | 186,239,667 | |||||||||
|
|
|
|
The appropriations of earnings for 2016 are to be presented for approval in the TSMCs shareholders meeting to be held on June 8, 2017 (expected).
Under the Integrated Income Tax System that became effective on January 1, 1998, the R.O.C. resident shareholders are allowed a tax credit for their proportionate share of the income tax paid by TSMC on earnings generated since January 1, 1998.
d. | Others |
Changes in others were as follows:
Three Months Ended March 31, 2017 | ||||||||||||||||||||
Foreign Currency Translation Reserve |
Unrealized Gain/Loss from Available-for- sale Financial Assets |
Cash Flow Hedges Reserve |
Unearned Stock-Based Employee Compensation |
Total | ||||||||||||||||
Balance, beginning of period |
$ | 1,661,237 | $ | 2,641 | $ | 105 | $ | | $ | 1,663,983 | ||||||||||
Exchange differences arising on translation of foreign operations |
(21,242,411 | ) | | | | (21,242,411 | ) | |||||||||||||
Changes in fair value of available-for-sale financial assets |
| (106,236 | ) | | | (106,236 | ) | |||||||||||||
Cumulative (gain)/loss reclassified to profit or loss upon disposal of available-for-sale financial assets |
| 9,796 | | | 9,796 | |||||||||||||||
Share of other comprehensive income (loss) of associates |
(61,681 | ) | 24 | | | (61,657 | ) | |||||||||||||
Share of unearned stock-based employee compensation of associates |
| | | (19,502 | ) | (19,502 | ) | |||||||||||||
Income tax effect |
| 46,400 | | | 46,400 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, end of period |
$ | (19,642,855 | ) | $ | (47,375 | ) | $ | 105 | $ | (19,502 | ) | $ | (19,709,627 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
- 25 -
Three Months Ended March 31, 2016 | ||||||||||||||||
Foreign Currency Translation Reserve |
Unrealized Gain/Loss from Available-for- sale Financial Assets |
Cash Flow Hedges Reserve |
Total | |||||||||||||
Balance, beginning of period |
$ | 11,039,949 | $ | 734,771 | $ | (607 | ) | $ | 11,774,113 | |||||||
Exchange differences arising on translation of foreign operations |
(6,591,873 | ) | | | (6,591,873 | ) | ||||||||||
Changes in fair value of available-for-sale financial assets |
| 40,182 | | 40,182 | ||||||||||||
Cumulative (gain)/loss reclassified to profit or loss upon disposal of available-for-sale financial assets |
| 10,829 | | 10,829 | ||||||||||||
Share of other comprehensive income of associates |
4,579 | 21,487 | 91 | 26,157 | ||||||||||||
Income tax effect |
| 17,440 | | 17,440 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance, end of period |
$ | 4,452,655 | $ | 824,709 | $ | (516 | ) | $ | 5,276,848 | |||||||
|
|
|
|
|
|
|
|
The aforementioned other equity includes the changes in other equities of TSMC and TSMCs share of its subsidiaries and associates.
The exchange differences arising on translation of foreign operations net assets from its functional currency to TSMCs presentation currency are recognized directly in other comprehensive income and also accumulated in the foreign currency translation reserve.
Unrealized gain/loss on available-for-sale financial assets represents the cumulative gains or losses arising from the fair value measurement on available-for-sale financial assets that are recognized in other comprehensive income, excluding the amounts recognized in profit or loss for the effective portion from changes in fair value of the hedging instruments. When those available-for-sale financial assets have been disposed of or are determined to be impaired subsequently, the related cumulative gains or losses in other comprehensive income are reclassified to profit or loss.
The cash flow hedges reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of the hedging instruments entered into as cash flow hedges. The cumulative gains or losses arising on changes in fair value of the hedging instruments that are recognized and accumulated in cash flow hedges reserve will be reclassified to profit or loss only when the hedge transaction affects profit or loss.
Unearned stock-based employee compensation is the fair value of the restricted shares for employees based on the best estimates at the grant date of the number of shares that are expected to ultimately vest, which is debited to equity. Unearned stock-based employee compensation is reclassified to profit or loss over the vesting period.
23. | NET REVENUE |
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
Net revenue from sale of goods |
$ | 233,755,177 | $ | 203,383,417 | ||||
Net revenue from royalties |
159,223 | 111,944 | ||||||
|
|
|
|
|||||
$ | 233,914,400 | $ | 203,495,361 | |||||
|
|
|
|
- 26 -
24. | OTHER GAINS AND LOSSES |
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
Gain (loss) on disposal of financial assets, net |
||||||||
Available-for-sale financial assets |
$ | (8,982 | ) | $ | (10,829 | ) | ||
Financial assets carried at cost |
| 14,381 | ||||||
Other gains |
36,095 | 37,428 | ||||||
Net gain on financial instruments at FVTPL |
||||||||
Held for trading |
373,140 | 1,532,135 | ||||||
Designated as at FVTPL |
50,134 | | ||||||
Fair value hedges |
||||||||
Loss from hedging instruments |
(15,780 | ) | (11,870 | ) | ||||
Gain (loss) arising from changes in fair value of available-for-sale financial assets in hedge effective portion |
(3,707 | ) | 10,625 | |||||
Impairment loss of financial assets |
||||||||
Financial assets carried at cost |
(12,032 | ) | | |||||
Other losses |
(3,679 | ) | (12,571 | ) | ||||
|
|
|
|
|||||
$ | 415,189 | $ | 1,559,299 | |||||
|
|
|
|
25. | INCOME TAX |
a. | Income tax expense recognized in profit or loss |
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
Current income tax expense |
||||||||
Current tax expense recognized in the current period |
$ | 12,642,088 | $ | 8,646,510 | ||||
Other income tax adjustments |
36,356 | 35,840 | ||||||
|
|
|
|
|||||
12,678,444 | 8,682,350 | |||||||
|
|
|
|
|||||
Deferred income tax benefit |
||||||||
The origination and reversal of temporary differences |
(1,039,536 | ) | (246,750 | ) | ||||
Investment tax credits and operating loss carryforward |
(1,437,317 | ) | (972,298 | ) | ||||
|
|
|
|
|||||
(2,476,853 | ) | (1,219,048 | ) | |||||
|
|
|
|
|||||
Income tax expense recognized in profit or loss |
$ | 10,201,591 | $ | 7,463,302 | ||||
|
|
|
|
b. | Income tax expense recognized in other comprehensive income |
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
Deferred income tax benefit |
||||||||
Related to unrealized gain/loss on available-for-sale financial assets |
$ | 46,400 | $ | 17,440 | ||||
|
|
|
|
c. | Integrated income tax information |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
Balance of the Imputation |
||||||||||||
Credit Account - TSMC |
$ | 82,200,040 | $ | 82,072,562 | $ | 59,973,516 | ||||||
|
|
|
|
|
|
- 27 -
The estimated and actual creditable ratio for distribution of TSMCs earnings of 2016 and 2015 were 13.96% and 12.57%, respectively; however, the creditable ratio for individual shareholders residing in the R.O.C. is half of the original creditable ratio according to the R.O.C. Income Tax Law.
The imputation credit allocated to shareholders is based on its balance as of the date of the dividend distribution. The estimated creditable ratio may change when the actual distribution of the imputation credit is made.
All of TSMCs earnings generated prior to December 31, 1997 have been appropriated.
d. | Income tax examination |
The tax authorities have examined income tax returns of TSMC through 2014. All investment tax credit adjustments assessed by the tax authorities have been recognized accordingly.
26. | EARNINGS PER SHARE |
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
Basic EPS |
$ | 3.38 | $ | 2.50 | ||||
|
|
|
|
|||||
Diluted EPS |
$ | 3.38 | $ | 2.50 | ||||
|
|
|
|
EPS is computed as follows:
Amounts (Numerator) |
Number of Shares (Denominator) (In Thousands) |
EPS (NT$) | ||||||||||
Three months ended March 31,2017 |
||||||||||||
Basic/Diluted EPS |
||||||||||||
Net income available to common shareholders of the parent |
$ | 87,628,898 | 25,930,380 | $ | 3.38 | |||||||
|
|
|
|
|
|
|||||||
Three months ended March 31,2016 |
||||||||||||
Basic/Diluted EPS |
||||||||||||
Net income available to common shareholders of the parent |
$ | 64,781,493 | 25,930,380 | $ | 2.50 | |||||||
|
|
|
|
|
|
27. | ADDITIONAL INFORMATION OF EXPENSES BY NATURE |
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
a. Depreciation of property, plant and equipment |
||||||||
Recognized in cost of revenue |
$ | 54,492,962 | $ | 50,829,281 | ||||
Recognized in operating expenses |
4,634,177 | 4,115,030 | ||||||
Recognized in other operating income and expenses |
6,222 | 6,418 | ||||||
|
|
|
|
|||||
$ | 59,133,361 | $ | 54,950,729 | |||||
|
|
|
|
|||||
b. Amortization of intangible assets |
||||||||
Recognized in cost of revenue |
$ | 527,908 | $ | 489,677 | ||||
Recognized in operating expenses |
510,916 | 406,655 | ||||||
|
|
|
|
|||||
$ | 1,038,824 | $ | 896,332 | |||||
|
|
|
|
|||||
c. Research and development costs expensed as incurred |
$ | 19,412,393 | $ | 15,618,963 | ||||
|
|
|
|
- 28 -
Three Months Ended March 31 | ||||||||
2017 | 2016 | |||||||
d. Employee benefits expenses |
||||||||
Post-employment benefits |
||||||||
Defined contribution plans |
$ | 575,760 | $ | 526,473 | ||||
Defined benefit plans |
67,875 | 68,025 | ||||||
|
|
|
|
|||||
643,635 | 594,498 | |||||||
Other employee benefits |
25,289,182 | 21,499,624 | ||||||
|
|
|
|
|||||
$ | 25,932,817 | $ | 22,094,122 | |||||
|
|
|
|
|||||
Employee benefits expense summarized by function |
||||||||
Recognized in cost of revenue |
$ | 15,228,900 | $ | 13,105,421 | ||||
Recognized in operating expenses |
10,703,917 | 8,988,701 | ||||||
|
|
|
|
|||||
$ | 25,932,817 | $ | 22,094,122 | |||||
|
|
|
|
In accordance with the amendments to the R.O.C. Company Act in May 2015 and the amended TSMCs Articles of Incorporation approved by TSMCs shareholders in its meeting held on June 7, 2016, TSMC shall allocate compensation to directors and profit sharing bonus to employees of TSMC not more than 0.3% and not less than 1% of annual profits during the period, respectively.
TSMC accrued profit sharing bonus to employees based on a percentage of net income before income tax, profit sharing bonus to employees and compensation to directors during the period, which amounted to NT$5,877,094 thousand and NT$4,344,524 thousand for the three months ended March 31, 2017 and 2016, respectively; compensation to directors was expensed based on estimated amount payable. If there is a change in the proposed amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in accounting estimate.
The Board of Directors of TSMC held on February 14, 2017 approved the profit sharing bonus to employees and compensation to directors in the amounts of NT$22,418,339 thousand and NT$376,432 thousand in cash for 2016, respectively. There is no significant difference between the aforementioned approved amounts and the amounts charged against earnings of 2016.
TSMCs profit sharing bonus to employees and compensation to directors in the amounts of NT$20,556,888 thousand and NT$356,186 thousand in cash for 2015, respectively, had been approved by the Board of Directors on February 2, 2016. The profit sharing bonus to employees and compensation to directors in cash for 2015 had been reported to TSMCs shareholders in its meeting held on June 7, 2016, after the amended TSMCs Articles of Incorporation had been approved. The aforementioned approved amount has no difference with the one recognized in the consolidated financial statements for the year ended December 31, 2015.
The information about the appropriations of TSMCs profit sharing bonus to employees and compensation to directors is available at the Market Observation Post System website.
- 29 -
28. | FINANCIAL INSTRUMENTS |
a. | Categories of financial instruments |
March 31, 2017 |
December 31, 2016 |
March 31, 2016 |
||||||||||
|
||||||||||||
Financial assets |
||||||||||||
FVTPL |
||||||||||||
Held for trading |
$ | 23,432 | $ | 153,382 | $ | 618,810 | ||||||
Designated as at FVTPL |
5,350,571 | 6,297,730 | | |||||||||
Available-for-sale financial assets (Note) |
75,163,089 | 71,891,234 | 26,326,473 | |||||||||
Held-to-maturity financial assets |
38,639,832 | 38,917,677 | 25,086,483 | |||||||||
Derivative financial instruments in designated hedge accounting relationships |
| 5,550 | | |||||||||
Loans and receivables |
||||||||||||
Cash and cash equivalents |
564,725,266 | 541,253,833 | 617,984,318 | |||||||||
Notes and accounts receivable (including related parties) |
109,027,668 | 129,304,830 | 96,957,088 | |||||||||
Other receivables |
3,896,535 | 2,626,401 | 3,741,675 | |||||||||
Refundable deposits |
572,005 | 407,874 | 443,337 | |||||||||
|
|
|
|
|
|
|||||||
$ | 797,398,398 | $ | 790,858,511 | $ | 771,158,184 | |||||||
|
|
|
|
|
|
|||||||
Financial liabilities |
||||||||||||
FVTPL |
||||||||||||
Held for trading |
$ | 80,795 | $ | 91,585 | $ | 16 | ||||||
Designated as at FVTPL |
44,140 | 99,550 | | |||||||||
Derivative financial instruments in designated hedge accounting relationships |
3,908 | | 458 | |||||||||
Amortized cost |
||||||||||||
Short-term loans |
54,666,000 | 57,958,200 | 34,690,040 | |||||||||
Accounts payable (including related parties) |
24,252,762 | 27,324,525 | 19,629,025 | |||||||||
Payables to contractors and equipment suppliers |
57,671,953 | 63,154,514 | 33,953,061 | |||||||||
Accrued expenses and other current liabilities |
19,353,790 | 20,713,259 | 19,366,919 | |||||||||
Bonds payable (including long-term liabilities-current portion) |
179,098,769 | 191,193,557 | 214,413,959 | |||||||||
Long-term bank loans (including long-term liabilities-current portion) |
29,040 | 31,460 | 40,000 | |||||||||
Guarantee deposits (including those classified under accrued expenses and other current liabilities) |
23,296,349 | 26,670,622 | 25,929,365 | |||||||||
|
|
|
|
|
|
|||||||
$ | 358,497,506 | $ | 387,237,272 | $ | 348,022,843 | |||||||
|
|
|
|
|
|
Note: | Including financial assets carried at cost. |
- 30 -
b. | Financial risk management objectives |
The Company seeks to ensure sufficient cost-efficient funding readily available when needed. The Company manages its exposure to foreign currency risk, interest rate risk, equity price risk, credit risk and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties may have on its financial performance.
The plans for material treasury activities are reviewed by Audit Committees and/or Board of Directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, Corporate Treasury function must comply with certain treasury procedures that provide guiding principles for overall financial risk management and segregation of duties.
c. | Market risk |
The Company is exposed to the financial market risks, primarily changes in foreign currency exchange rates, interest rates and equity investment prices.
Foreign currency risk
Most of the Companys operating activities are denominated in foreign currencies. Consequently, the Company is exposed to foreign currency risk. To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, the Company utilizes derivative financial instruments, such as currency forward contracts and cross currency swaps, and non-derivative financial instruments, such as foreign currency-denominated debt, to partially hedge its currency exposure.
The Companys sensitivity analysis of foreign currency risk mainly focuses on the foreign currency monetary items at the end of the reporting period. Assuming an unfavorable 10% movement in the levels of foreign exchanges relative to the New Taiwan dollar, the net income for the three months ended March 31, 2017 and 2016 would have decreased by NT$878,838 thousand and NT$300,909 thousand, respectively, after taking into consideration of the hedging contracts and the hedged items.
Interest rate risk
The Company is exposed to interest rate risk primarily related to its outstanding debt and investments in fixed income securities. All of the Companys bonds payable have fixed interest rates and are measured at amortized cost. As such, changes in interest rates would not affect the future cash flows. On the other hand, because interest rates of the Companys long-term bank loans are floating, changes in interest rates would affect the future cash flows but not the fair value.
Assuming the amount of the long-term bank loans at the end of the reporting period had been outstanding for the entire period and all other variables were held constant, a hypothetical 100 basis point (1.00%) increase in interest rates would have resulted in an increase in the interest expense, net of tax, by approximately NT$60 thousand and NT$83 thousand for the three months ended March 31, 2017 and 2016, respectively.
The Company classified its investments in fixed income securities as held-to-maturity and available-for-sale financial assets. Because held-to-maturity fixed income securities are measured at amortized cost, changes in interest rates would not affect the fair value. On the other hand, available-for-sale fixed income securities are exposed to fair value fluctuations caused by changes in interest rates. The Company utilized interest rate futures to partially hedge the interest rate risk on its available-for-sale fixed income investments. These hedges may offset only a portion of, but do not eliminate, the financial impact from movements in interest rates.
- 31 -
Based on a sensitivity analysis performed for the three months ended March 31, 2017 and 2016, a hypothetical 100 basis points (1.00%) increase in interest rates across all maturities would have resulted in a decrease in other comprehensive income by NT$1,778,761 thousand and NT$455,802 thousand, respectively.
Other price risk
The Company is exposed to equity price risk arising from available-for-sale equity investments.
Assuming a hypothetical decrease of 5% in prices of the equity investments at the end of the reporting period for the three months ended March 31, 2017 and 2016, the other comprehensive income would have decreased by NT$327,239 thousand and NT$260,202 thousand, respectively.
d. | Credit risk management |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk from operating activities, primarily trade receivables, and from investing activities, primarily deposits, fixed-income investments and other financial instruments with banks. Credit risk is managed separately for business related and financial related exposures. As of the end of the reporting period, the Companys maximum credit risk exposure is mainly from the carrying amount of financial assets.
Business related credit risk
The Company has considerable trade receivables outstanding with its customers worldwide. A substantial majority of the Companys outstanding trade receivables are not covered by collateral or credit insurance. While the Company has procedures to monitor and limit exposure to credit risk on trade receivables, there can be no assurance such procedures will effectively limit its credit risk and avoid losses. This risk is heightened during periods when economic conditions worsen.
As of March 31, 2017, December 31, 2016 and March 31, 2016, the Companys ten largest customers accounted for 73%, 74% and 71% of accounts receivable, respectively. The Company believes the concentration of credit risk is not material for the remaining accounts receivable.
Financial credit risk
The Company regularly monitors and reviews the concentration limit applied to counterparties and adjusts the concentration limit according to market conditions and the credit standing of the counterparties. The Company mitigates its exposure by limiting the exposure to any individual counterparty and by selecting counterparties with investment-grade credit ratings.
e. | Liquidity risk management |
The objective of liquidity risk management is to ensure the Company has sufficient liquidity to fund its business requirements associated with existing operations over the next 12 months. The Company manages its liquidity risk by maintaining adequate cash and cash equivalent, short-term available-for-sale financial assets and short-term held-to-maturity financial assets.
- 32 -
The table below summarizes the maturity profile of the Companys financial liabilities based on contractual undiscounted payments, including principal and interest.
Less Than 1 Year |
2-3 Years | 4-5 Years | 5+ Years | Total | ||||||||||||||||
March 31, 2017 |
||||||||||||||||||||
Non-derivative financial liabilities |
||||||||||||||||||||
Short-term loans |
$ | 54,687,875 | $ | | $ | | $ | | $ | 54,687,875 | ||||||||||
Accounts payable (including related parties) |
24,252,762 | | | | 24,252,762 | |||||||||||||||
Payables to contractors and equipment suppliers |
57,671,953 | | | | 57,671,953 | |||||||||||||||
Accrued expenses and other current liabilities |
19,353,790 | | | | 19,353,790 | |||||||||||||||
Bonds payable |
47,013,779 | 101,618,771 | 13,673,294 | 22,881,721 | 185,187,565 | |||||||||||||||
Long-term bank loans |
10,463 | 19,954 | | | 30,417 | |||||||||||||||
Guarantee deposits (including those classified under accrued expenses and other current liabilities) |
10,974,881 | 12,235,825 | 85,643 | | 23,296,349 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
213,965,503 | 113,874,550 | 13,758,937 | 22,881,721 | 364,480,711 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Derivative financial instruments |
||||||||||||||||||||
Forward exchange contracts |
||||||||||||||||||||
Outflows |
36,386,668 | | | | 36,386,668 | |||||||||||||||
Inflows |
(36,341,820 | ) | | | | (36,341,820 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
44,848 | | | | 44,848 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 214,010,351 | $ | 113,874,550 | $ | 13,758,937 | $ | 22,881,721 | $ | 364,525,559 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2016 |
||||||||||||||||||||
Non-derivative financial liabilities |
||||||||||||||||||||
Short-term loans |
$ | 57,974,562 | $ | | $ | | $ | | $ | 57,974,562 | ||||||||||
Accounts payable (including related parties) |
27,324,525 | | | | 27,324,525 | |||||||||||||||
Payables to contractors and equipment suppliers |
63,154,514 | | | | 63,154,514 | |||||||||||||||
Accrued expenses and other current liabilities |
20,713,259 | | | | 20,713,259 | |||||||||||||||
Bonds payable |
40,669,468 | 99,161,486 | 35,340,742 | 22,979,426 | 198,151,122 | |||||||||||||||
Long-term bank loans |
10,543 | 20,116 | 2,423 | | 33,082 | |||||||||||||||
Guarantee deposits (including those classified under accrued expenses and other current liabilities) |
12,000,189 | 13,060,483 | 1,609,950 | | 26,670,622 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
221,847,060 | 112,242,085 | 36,953,115 | 22,979,426 | 394,021,686 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Derivative financial instruments |
||||||||||||||||||||
Forward exchange contracts |
||||||||||||||||||||
Outflows |
40,571,841 | | | | 40,571,841 | |||||||||||||||
Inflows |
(40,586,344 | ) | | | | (40,586,344 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(14,503 | ) | | | | (14,503 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cross currency swap contracts |
||||||||||||||||||||
Outflows |
5,478,066 | | | | 5,478,066 | |||||||||||||||
Inflows |
(5,487,600 | ) | | | | (5,487,600 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(9,534 | ) | | | | (9,534 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 221,823,023 | $ | 112,242,085 | $ | 36,953,115 | $ | 22,979,426 | $ | 393,997,649 | |||||||||||
|
|
|
|
|
|
|
|
|
|
(Continued)
- 33 -
Less Than 1 Year |
2-3 Years | 4-5 Years | 5+ Years | Total | ||||||||||||||||
March 31, 2016 |
||||||||||||||||||||
Non-derivative financial liabilities |
||||||||||||||||||||
Short-term loans |
$ | 34,704,042 | $ | | $ | | $ | | $ | 34,704,042 | ||||||||||
Accounts payable (including related parties) |
19,629,025 | | | | 19,629,025 | |||||||||||||||
Payables to contractors and equipment suppliers |
33,953,061 | | | | 33,953,061 | |||||||||||||||
Accrued expenses and other current liabilities |
19,366,919 | | | | 19,366,919 | |||||||||||||||
Bonds payable |
36,133,767 | 101,672,799 | 62,362,560 | 23,272,541 | 223,441,667 | |||||||||||||||
Long-term bank loans |
11,191 | 21,336 | 10,145 | | 42,672 | |||||||||||||||
Guarantee deposits (including those classified under accrued expenses and other current liabilities) |
6,437,085 | 13,056,280 | 6,436,000 | | 25,929,365 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
150,235,090 | 114,750,415 | 68,808,705 | 23,272,541 | 357,066,751 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Derivative financial instruments |
||||||||||||||||||||
Forward exchange contracts |
||||||||||||||||||||
Outflows |
34,065,842 | | | | 34,065,842 | |||||||||||||||
Inflows |
(34,689,811 | ) | | | | (34,689,811 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(623,969 | ) | | | | (623,969 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 149,611,121 | $ | 114,750,415 | $ | 68,808,705 | $ | 23,272,541 | $ | 356,442,782 | |||||||||||
|
|
|
|
|
|
|
|
|
|
(Concluded)
f. | Fair value of financial instruments |
1) | Fair value measurements recognized in the consolidated balance sheets |
Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
| Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
2) | Fair value of financial instruments that are measured at fair value on a recurring basis |
Fair value hierarchy
The following table presents the Companys financial assets and liabilities measured at fair value on a recurring basis:
March 31, 2017 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Financial assets at FVTPL |
||||||||||||||||
Held for trading |
||||||||||||||||
Forward exchange contracts |
$ | | $ | 23,432 | $ | | $ | 23,432 | ||||||||
Designated as at FVTPL |
||||||||||||||||
Time deposit |
| 5,344,256 | | 5,344,256 | ||||||||||||
Forward exchange contracts |
| 6,315 | | 6,315 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 5,374,003 | $ | | $ | 5,374,003 | |||||||||
|
|
|
|
|
|
|
|
(Continued)
- 34 -