TSMC VISION & CORE VALUES TSMC’s Vision Our vision is to be the most advanced and largest technology and foundry services provider to fabless companies and IDMs, and in partnership with them, to forge a powerful competitive force in the semiconductor industry. To realize our vision, we must have a trinity of strengths: (1) be a technology leader, competitive with the leading IDMs (2) be the manufacturing leader (3) be the most reputable, service-oriented and maximum-total-benefits silicon foundry. TSMC Core Values Integrity – Integrity is our most basic and most important core value. We tell the truth. We believe the record of our accomplishments is the best proof of our merit. Hence, we do not brag. We do not make commitments lightly. Once we make a commitment, we devote ourselves completely to meeting that commitment. We compete to our fullest within the law, but we do not slander our competitors and we respect the intellectual property rights of others. With vendors, we maintain an objective, consistent, and impartial attitude. We do not tolerate any form of corrupt behavior or politicking. When selecting new employees, we place emphasis on the candidates’ qualifications and character, not connections or access. Commitment – TSMC is committed to the welfare of customers, suppliers, employees, shareholders, and society. These stakeholders all contribute to TSMC’s success, and TSMC is dedicated to serving their best interests. In return, TSMC hopes all these stakeholders will make a mutual commitment to the Company. Innovation – Innovation is the wellspring of TSMC’s growth, and is a part of all aspects of our business, from strategic planning, marketing and management, to technology and manufacturing. At TSMC, innovation means more than new ideas, it means putting ideas into practice. Customer Trust – At TSMC, customers come first. Their success is our success, and we value their ability to compete as we value our own. We strive to build deep and enduring relationships with our customers, who trust and rely on us to be part of their success over the long term. TABLE OF CONTENTS 1. Letter to Shareholders 2 5. Operational Highlights 48 5.1 Business Activities 48 2. Company Profile 6 5.2 Technology Leadership 50 2.1 An Introduction to TSMC 6 5.3 Manufacturing Excellence 56 2.2 Market/Business Summary 8 5.4 Customer Trust 59 2.3 Organization 11 5.5 Employees 60 2.4 Board Members 12 5.6 Material Contracts 64 2.5 Management Team 20 6. Financial Highlights 66 3. Corporate Governance 28 6.1 Financial Status and Operating Results 66 3.1 Board of Directors 28 6.2 Risk Management 71 3.2 Taiwan Corporate Governance Implementation as Required by the Taiwan Financial Supervisory Commission 31 7. Corporate Social Responsibility 78 3.3 Major Resolutions of Shareholders’ Meeting and 7.1 Environmental, Safety and Health (ESH) Management 80 Board Meetings 33 7.2 TSMC Education and Culture Foundation 85 3.4 Internal Control System Execution Status 34 7.3 TSMC Volunteer Program 86 3.5 Status of Personnel Responsible for Preparing 7.4 “The Disaster Relief of Japan’s Earthquake/Tsunami” Financial Reports 35 Program 88 3.6 Information Regarding TSMC’s Independent Auditor 35 7.5 Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory Commission 89 3.7 Material Information Management Procedure 35 4. Capital and Shares 36 8. Subsidiary Information and 90 4.1 Capital and Shares 36 Other Special Notes 4.2 Issuance of Corporate Bonds 43 8.1 Subsidiaries 90 4.3 Preferred Shares 43 8.2 Status of TSMC Common Shares and ADRs Acquired, 4.4 Issuance of American Depositary Shares 44 Disposed of, and Held by Subsidiaries 95 4.5 Status of Employee Stock Option Plan 46 8.3 Special Notes 95 4.6 Status of New Share Issuance in Connection with Mergers and Acquisitions 46 4.7 Financing Plans and Implementation 46 1. Letter to Shareholders Dear Shareholders, Financial Performance 2011 was a challenging year as the global Consolidated revenue for 2011 totaled NT$427.08 semiconductor market growth was close to zero, billion, an increase of 1.8 percent over NT$419.54 and the outlook for the year continuously worsened billion in 2010. Net income was NT$134.20 billion as the year progressed. TSMC achieved revenue and diluted earnings per share were NT$5.18, both growth of 9.2 percent in US dollars and gained of which were 17 percent below the previous year market share from the 2010 level. Our growth was level of NT$161.61 billion net income and NT$6.23 mainly fueled by our technology leadership and the diluted earnings per share registered in 2010. wide adoption of our advanced technologies, which became more critical in the face of the high growth In US dollars, TSMC generated net income of of mobile computing products. Despite the US$4.57 billion on consolidated revenue of challenging operating environment, the Company US$14.54 billion, compared with net income of successfully enlarged its business offerings, rapidly US$5.13 billion on consolidated revenue of grew our share of 40-nanometer, achieved volume US$13.32 billion for 2010. production in 28-nanometer, and developed 20-nanometer capability. More specifically, Gross profit margin was 45.4 percent compared with 49.4 percent in 2010, with an Operating Profit ●Our total wafer shipments reached 12.55 million Margin of 33.1 percent compared with 37.9 8”-equivalent wafers. percent a year earlier. Net Profit Margin reached ●Our advanced technologies (65-nanometer and 31.4 percent, a decrease of 7.1 percentage points beyond) reached 55 percent of total wafer from the 2010 level. revenue. ●We became the first foundry to offer volume production of 28-nanometer, with the first-to-market 28-nanometer high-k/metal gate (HKMG) technology portfolio. 2 3 Technological Developments Corporate Developments Based on a record number of customer product tape-outs, In August 2011, we formed two wholly owned subsidiaries TSMC entered volume production of superior 28-nanometer of TSMC: TSMC Solar Ltd. and TSMC Solid State Lighting Ltd., Gate-Last HKMG logic technology. Revenue from the in order to encourage entrepreneurialism in these new 28-nanometer node contributed 2% of fourth quarter 2011 businesses. Both Solar and Solid State Lighting are making wafer revenue, and is expected to contribute approximately very good progress in technology development and pilot 10% wafer revenue in 2012. Our 20-nanometer technology production. development is on track for risk production in the second half of 2012. In third quarter 2011, we completed the world’s Honors and Awards first tape-out of 20-nanometer ARM-Cortex A15 MP core processor which is high performance for future mobile During 2011, TSMC was the recipient of numerous honors computing products. In second half of 2011, we also started and awards for our efforts in corporate governance, investor full scale 14-nanometer development, after completing three relations, sustainability, innovation, and overall corporate years of path-finding and demonstrated excellent 3D FinFET excellence. TSMC received awards from Corporate transistor capabilities in 28-nanometer and 20-nanometer. Governance Asia, Institutional Investors, the IR Magazine, and IR Global Ranking. TSMC was also honored with the Top As we forge ahead in IC development, we are also trying to Corporate Citizen Award, and Most Admired Company realize the potential of sub-system integration by 3D chip Award, from CommonWealth Magazine, and the National stacking that will enable future mobile applications. In 2011, Industrial Innovation Award, and the Green Classic Awards we demonstrated a fully functional sub-system, having logic for corporate social responsibilities, from Taiwan chip with built-in passive components, and bumps, all government. 2011 also marked the 11th consecutive year manufactured and assembled at TSMC, using our proprietary that TSMC was included in the Dow Jones Sustainability Chip on Wafer on Substrate (CoWoSTM) technology. Our Index. CoWoSTM scheme is fundamentally better than other 3D chip stacking schemes in terms of cost, yield, reliability, and In an honor that reflects the efforts of all TSMC employees end-to-end sub-system integration. We have been over many years, I was grateful to accept the 2011 IEEE collaborating with early development partners to enable Medal of Honor in August 2011 for pioneering the concepts CoWoSTM products for qualification in 2012 and initial of dedicated IC foundry, ”fabless” IC design and virtual production in 2013. We expect CoWoSTM to start at fabrication services in the semiconductor industry. 28-nanometer and become a significant factor at 20-nanometer and below. 4 Outlook We believe that mobile computing products, such as Capacity Plan smartphones and tablets, will continue to be the killer app 14% 2010 for semiconductor industry in the forthcoming decade. These 11.33 million new devices, along with the communication infrastructure 17% 2011 that enables their wide-spread usage, will require the 13.22 million development of more sophisticated semiconductor 10% technologies. We believe we are well positioned to enjoy 2012 14.56 million continued success and business growth with our customers in these markets because we have the right technology and Annual Growth Rate Capacity: 8-inch equivalent wafers manufacturing capacity. Our trinity of strengths: technology leadership, manufacturing excellence and customer trust, will continue to enable TSMC to be the most advanced, Sales Breakdown by Technology innovative, and largest provider of foundry services for years to come. 2010 28% 72% 2011 27% 73% 2012 24% 76% ≥ 0.15 μm 2012 wafer shipment is expected to be ≤ 0.13 μm approximately 13 million 8-inch equivalent wafers. Morris Chang Chairman and Chief Executive Officer 5 2.