Basis of Consolidation
The basis for the consolidated financial statements
The consolidated financial statements incorporate the financial statements of TSMC and entities controlled by TSMC (its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to shareholders of the parent.
When the Company loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between:
| a. | the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when control is lost; and |
| b. | the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interest. |
The Company shall account for all amounts recognized in other comprehensive income in relation to the subsidiary on the same basis as would be required if the Company had directly disposed of the related assets and liabilities.
The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the cost on initial recognition of an investment in an associate.
The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
|
Establishment and Operating Location |
Percentage of Ownership | |||||||||||
| Name of Investor | Name of Investee | Main Businesses and Products | December 31, 2016 |
December 31, 2017 |
Note | |||||||
|
TSMC |
TSMC North America |
Selling and marketing of integrated circuits and other semiconductor devices |
San Jose, California, U.S.A. |
100% | 100% | — | ||||||
|
TSMC Japan Limited (TSMC Japan) |
Customer service and supporting activities |
Yokohama, Japan |
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% | a) | |||||||
|
TSMC Korea Limited (TSMC Korea) |
Customer service and supporting activities |
Seoul, Korea |
100% | 100% | a) | |||||||
|
TSMC Europe B.V. (TSMC Europe) |
Customer service and supporting activities |
Amsterdam, the Netherlands |
100% | 100% | a) | |||||||
|
Establishment and Operating Location |
Percentage of Ownership | |||||||||||
| Name of Investor | Name of Investee | Main Businesses and Products | December 31, 2016 |
December 31, 2017 |
Note | |||||||
|
TSMC |
TSMC Global, Ltd. (TSMC Global) |
Investment activities |
Tortola, British Virgin Islands |
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% | — | |||||||
|
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% | a) | |||||||
|
VentureTech Alliance Fund II, L.P. (VTAF II) |
Investing in new start-up technology companies |
Cayman Islands |
98% | 98% | a) | |||||||
|
TSMC Solar Europe GmbH |
Selling of solar related products and providing customer service |
Hamburg, Germany |
100% | 100% | a), c) | |||||||
|
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 |
Hsinchu, Taiwan |
87% | 87% | d) | |||||||
|
TSMC Partners |
TSMC Design Technology Canada Inc. (TSMC Canada) |
Engineering support activities |
Ontario, Canada |
100% | 100% | a) | ||||||
|
TSMC Technology, Inc. (TSMC Technology) |
Engineering support activities |
Delaware, U.S.A. |
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% | — | |||||||
|
InveStar Semiconductor Development Fund, Inc. (ISDF) |
Investing in new start-up technology companies |
Cayman Islands |
97% | 97% | a), e) | |||||||
|
InveStar Semiconductor Development Fund, Inc. (II) LDC. (ISDF II) |
Investing in new start-up technology companies |
Cayman Islands |
97% | 97% | a), e) | |||||||
|
TSMC Development |
WaferTech, LLC (WaferTech) |
Manufacturing, selling and testing of integrated circuits and other semiconductor devices |
Washington, U.S.A. |
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% | 39% | a), f) | ||||||
|
Growth Fund Limited (Growth Fund) |
Investing in new start-up technology companies |
Cayman Islands |
100% | 100% | a) | |||||||
|
VTAF III, VTAF II and TSMC |
VentureTech Alliance Holdings, LLC (VTA Holdings) |
Investing in new start-up technology companies |
Delaware, U.S.A. |
100% | — | a), g) | ||||||
| Note a: | This is an immaterial subsidiary for which the consolidated financial statements are not audited by the Company’s 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: | TSMC Solar Europe GmbH is under liquidation procedures. |
| Note d: | To simplify investment structure, VisEra Tech owned by VisEra Holding Company (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 e: | ISDF and ISDF II are under liquidation procedures. |
| Note f: | Starting December 2017, the Company no longer had the majority of voting power and control over Mutual-Pak. As a result, Mutual-Pak is no longer consolidated and is accounted for using the equity method. |
| Note g: | VTA Holdings completed the liquidation procedures in April 2017. |