TSMC · FY2025 Annual report · 20-F

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台灣積體電路製造股份有限公司

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of

the period covered by the annual report.

As of December 31, 2025, 25,932,524,521 Common Shares, par value NT$10 each were outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports

pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such

shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer

or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by

check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting

Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of

the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial

statements of the registrant included in the filing reflect the correction of an error to previously issued financial

statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of

incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period

pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included

in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement

item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2

of the Exchange Act). Yes o No þ

*Not for trading, but only in connection with the listing on the New York Stock Exchange, Inc. of American

Depositary Shares (“ADS”) representing such Common Shares.

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EX-1.1 ARTICLES OF INCORPORATION OF TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY

LIMITED, AS AMENDED AND RESTATED ON JUNE 3, 2025.

EX-2.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT.

EX-4.29 LAND LEASE WITH HSINCHU SCIENCE PARK ADMINISTRATION RELATING TO AP3 LOCATED IN

LONGTAN SCIENCE PARK (EFFECTIVE AUGUST 1, 2025 TO DECEMBER 31, 2034) (ENGLISH SUMMARY).

EX-4.35 LAND LEASE WITH SOUTHERN TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO THE

FACILITY WAREHOUSE IN SOUTHERN TAIWAN SCIENCE PARK (EFFECTIVE DECEMBER 16, 2025 TO

NOVEMBER 30, 2038) (ENGLISH SUMMARY).

EX-4.57 LAND LEASE WITH HSINCHU SCIENCE PARK ADMINISTRATION RELATING TO THE FAB

LOCATED IN LONGTAN SCIENCE PARK (EFFECTIVE AUGUST 1, 2025 TO DECEMBER 31, 2042) (ENGLISH

SUMMARY).

EX-4.62 LAND LEASE WITH SOUTHERN TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO AP7

(EFFECTIVE SEPTEMBER 5, 2025 TO JUNE 30, 2043) (ENGLISH SUMMARY).

EX-4.64 LAND LEASE WITH SOUTHERN TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO AP8P1

(EFFECTIVE JANUARY 16, 2026 TO DECEMBER 31, 2044) (ENGLISH SUMMARY).

EX-4.72 LAND LEASE WITH CENTRAL TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO F25

LOCATED IN TAICHUNG SCIENCE PARK (EFFECTIVE JUNE 2, 2025 TO DECEMBER 31, 2044) (ENGLISH

SUMMARY).

EX-4.73 LAND LEASE WITH SOUTHERN TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO AP8

(EFFECTIVE DECEMBER 1, 2025 TO JUNE 30, 2043) (ENGLISH SUMMARY).

EX-4.74 LAND LEASE WITH SOUTHERN TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO AP7

(EFFECTIVE AUGUST 22, 2025 TO JUNE 30, 2043) (ENGLISH SUMMARY).

EX-4.75 LAND LEASE WITH SOUTHERN TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO AP7

(EFFECTIVE DECEMBER 25, 2025 TO JUNE 30, 2043) (ENGLISH SUMMARY).

EX-4.76 LAND LEASE WITH KAOHSIUNG CITY GOVERNMENT RELATING TO FAB22 (EFFECTIVE JUNE 20,

2025 TO DECEMBER 31, 2026) (ENGLISH SUMMARY).

EX-4.77 LAND LEASE WITH SOUTHERN TAIWAN SCIENCE PARK ADMINISTRATION RELATING TO FAB14

& FAB18 LOCATED IN SOUTHERN TAIWAN SCIENCE PARK (EFFECTIVE FEBRUARY 1, 2026 TO JANUARY

31, 2031) (ENGLISH SUMMARY).

EX-8.1 SUBSIDIARIES OF TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED.

EX-12.1 CERTIFICATION OF CEO - RULE 13A-14(A)

EX-12.2 CERTIFICATION OF CFO - RULE 13A-14(A)

EX-13.1 CERTIFICATION OF CEO - RULE 13A-14(B)

EX-13.2 CERTIFICATION OF CFO - RULE 13A-14(B)

EX-15.1 CONSENT OF DELOITTE & TOUCHE

EX-101.INS iXBRL INSTANCE DOCUMENT (EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)

EX-101.SCH iXBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.CAL iXBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

EX-101.DEF iXBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

EX-101.LAB iXBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

EX-101.PRE iXBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

EX-104 COVER PAGE INTERACTIVE DATA FILE (EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)

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“TSMC”, “tsmc”, “jasm”, “esmc”, “Open Innovation Platform”, “CyberShuttle”, “CoWoS”, “TSMC-SoIC”, “3DFabric”,

“N6e”, “N12e”, and “TSMC A16TM” are some of our registered and/or pending trademarks used by us in various

jurisdictions, including the United States of America. All rights reserved.

1

This annual report includes statements that are, or may be deemed to be, “forward-looking statements” within the

meaning of U.S. securities laws. Such statements are made under the “safe harbor” provision under Section 21E of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”). The terms “anticipates,” “expects,” “may,” “will,”

“could,” “should” and other similar expressions identify forward-looking statements. These statements appear in a number

of places throughout this annual report and include statements regarding our intentions, beliefs or current expectations

concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and

the industries in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend

on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future

performance and our actual results of operations, financial condition and liquidity, and the development of the industries in

which we operate may differ materially from those made in or suggested by the forward-looking statements contained in

this annual report. Important factors that could cause those differences include, but are not limited to:

•general local and global economic conditions, including impacts caused by geopolitical tensions;

•the political stability of our local region;

•our ability to deal with the challenges and risks related to our global operations and expansion;

•outlook of the major and emerging end markets for our products, such as high performance computing

(“HPC”), smartphones, internet of things (“IoT”), automotive and digital consumer electronics;

•the volatility of the semiconductor and electronics industry;

•our ability to develop new technologies successfully and remain a technological leader;

•the increased competition from other companies;

•overcapacity in the semiconductor industry;

•our reliance on certain major customers;

•the reliability of our information technology systems and resilience to any cyberattacks;

•our ability to maintain control over expansion and facility modifications;

•our ability to generate growth and profitability;

•our ability to hire and retain qualified personnel;

•our ability to acquire required equipment and supplies necessary to meet business needs;

•our ability to protect our technologies, intellectual property (“IP”) rights and third-party licenses;

•disruptive events or industrial accidents;

•shortages or increased prices of power and other utilities; and

•fluctuations in foreign currency rates, in particular, any material appreciation of the NT dollar against the U.S.

dollar, and our ability to manage such risks.

Forward-looking statements include, but are not limited to, statements regarding our strategy and future plans, future

business condition and financial results, our capital expenditure plans, our capacity management plans, expectations as to

the commercial production using 16-angstrom and more advanced technologies, technological upgrades, investment in

research and development, future market demand, future regulatory or other developments in our industry, business

expansion plans or new investments as well as business acquisitions and financing plans. If any one or more of the

assumptions underlying the industry or market data turns out to be incorrect, actual results may differ from the projections

based on these assumptions. You should not place undue reliance on these forward-looking statements. Please see “Item 3.