TSMC · FY2025 Annual report · 20-F
Taiwan Semiconductor Manufacturing Company Limited
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM 20-F
__________________________
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report ___________
For the transition period from ___________ to ___________
Commission file number 1-14700
__________________________
台灣積體電路製造股份有限公司
(Exact Name of Registrant as Specified in Its Charter)
__________________________
Taiwan Semiconductor Manufacturing Company Limited | Republic of China |
(Translation of Registrant’s Name Into English) | (Jurisdiction of Incorporation or Organization) |
__________________________
No. 8, Li-Hsin Road 6
Hsinchu Science Park
Hsinchu 300-096, Taiwan
Republic of China
(Address of Principal Executive Offices)
Wendell Huang, Senior Vice President & Chief Financial Officer & Spokesperson
Telephone: 886-3-5055921 / Email: invest@tsmc.com
No. 8, Li-Hsin Road 6, Hsinchu Science Park, Hsinchu 300-096, Taiwan, Republic of China
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Common Shares, par value NT$10.00 each* | TSM | The New York Stock Exchange, Inc. |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
__________________________
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.
Large Accelerated Filer | þ | Accelerated Filer | o | Non-Accelerated Filer | o | Emerging Growth Company | o |
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:
U.S. GAAP o | International Financial Reporting Standards as issued by the International Accounting Standards Board þ | Other o |
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.
i
TABLE OF CONTENTS | ||
Taiwan Semiconductor Manufacturing Company Limited | ||
Page | ||
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION | 1 | |
PART I | 3 | |
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS | 3 |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 3 |
ITEM 3. | KEY INFORMATION | 3 |
ITEM 4. | INFORMATION ON THE COMPANY | 14 |
ITEM 4A. | UNRESOLVED STAFF COMMENTS | 26 |
ITEM 5. | OPERATING AND FINANCIAL REVIEWS AND PROSPECTS | 26 |
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 37 |
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 55 |
ITEM 8. | FINANCIAL INFORMATION | 56 |
ITEM 9. | THE OFFER AND LISTING | 57 |
ITEM 10. | ADDITIONAL INFORMATION | 57 |
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS | 71 |
ITEM 12D. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 73 |
PART II | 74 | |
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 74 |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 74 |
ITEM 15. | CONTROLS AND PROCEDURES | 74 |
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 75 |
ITEM 16B. | CODE OF ETHICS | 75 |
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 76 |
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 76 |
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 76 |
ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 76 |
ITEM 16G. | CORPORATE GOVERNANCE | 76 |
ITEM 16H. | MINE SAFETY DISCLOSURE | 81 |
ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 81 |
ITEM 16J. | INSIDER TRADING POLICIES | 81 |
ITEM 16K. | CYBERSECURITY | 81 |
PART III | 83 | |
ITEM 17. | FINANCIAL STATEMENTS | 83 |
ITEM 18. | FINANCIAL STATEMENTS | 83 |
ITEM 19. | EXHIBITS | 83 |
ii
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)
iii
“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
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
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.