Financial Instruments | 34. FINANCIAL INSTRUMENTS a. Fair value of financial instruments that are not measured at fair value 1) Fair value of financial instruments not measured at fair value but for which fair value is disclosed Except bonds payable measured at amortized cost, the management considered that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values. The carrying amounts and fair value of bonds payable as of December 31, 2016 and 2017, respectively, were as follows: Carrying Amount Fair Value NT$ US$ (Note 4) NT$ US$ (Note 4) December 31, 2016 $ 36,999,903 $ 37,300,356 December 31, 2017 23,142,780 $ 780,796 23,247,085 $ 784,315 2) Fair value hierarchy The aforementioned fair value hierarchy of bonds payable was Level 3 which was determined based on discounted cash flow analysis with the applicable yield curve for the duration or the latest trading prices. The significant unobservable inputs is discount rates that reflected the credit risk of various counterparties and the latest trading prices. b. Fair value of financial instruments that are measured at fair value on a recurring basis 1) Fair value hierarchy Level 1 Level 2 Level 3 Total NT$ NT$ NT$ NT$ December 31, 2016 Financial assets at FVTPL Financial assets designated as at FVTPL Private-placement convertible bonds $ - $ 100,583 $ - $ 100,583 Derivative financial assets Forward exchange contracts - 462,339 - 462,339 Forward currency options - 66,872 - 66,872 Non-derivative financial assets held for trading Quoted shares $ 1,855,073 $ - $ - $ 1,855,073 Open-end mutual funds 584,945 - - 584,945 $ 2,440,018 $ 629,794 $ - $ 3,069,812 Available-for-sale financial assets Unquoted shares $ - $ - $ 631,418 $ 631,418 Limited Partnership - - 273,372 273,372 Open-end mutual funds 243,458 - - 243,458 Quoted shares 146,786 - - 146,786 $ 390,244 $ - $ 904,790 $ 1,295,034 Financial liabilities at FVTPL Derivative financial liabilities Conversion option, redemption option and put option of convertible bonds $ - $ 1,213,890 $ - $ 1,213,890 Swap contracts - 422,934 - 422,934 Forward exchange contracts - 108,912 - 108,912 Foreign currency option contracts - 17,924 - 17,924 $ - $ 1,763,660 $ - $ 1,763,660 Level 1 Level 2 Level 3 Total NT$ US$ (Note 4) NT$ US$ (Note 4) NT$ US$ (Note 4) NT$ US$ (Note 4) December 31, 2017 Financial assets at FVTPL Financial assets designated as at FVTPL Private-placement convertible bonds $ - $ - $ 100,496 $ 3,391 $ - $ - $ 100,496 $ 3,391 Derivative financial assets Forward exchange contracts - - 61,325 2,069 - - 61,325 2,069 Swap contracts - - 60,538 2,042 - - 60,538 2,042 Non-derivative financial assets held for trading Quoted shares 4,410,732 148,810 - - - - 4,410,732 148,810 Open-end mutual funds 589,976 19,905 - - - - 589,976 19,905 $ 5,000,708 $ 168,715 $ 222,359 $ 7,502 $ - $ - $ 5,223,067 $ 176,217 Available-for-sale financial assets Unquoted shares $ - $ - $ - $ - $ 662,477 $ 22,350 $ 662,477 $ 22,350 Limited partnership - - - - 246,072 8,302 246,072 8,302 Quoted shares 279,791 9,440 - - - - 279,791 9,440 Open-end mutual funds 23,825 804 - - - - 23,825 804 $ 303,616 $ 10,244 $ - $ - $ 908,549 $ 30,652 $ 1,212,165 $ 40,896 Financial liabilities at FVTPL Derivative financial liabilities Swap contracts $ - $ - $ 652,107 $ 22,001 $ - $ - $ 652,107 $ 22,001 Forward exchange contracts - - 25,323 854 - - 25,323 854 $ - $ - $ 677,430 $ 22,855 $ - $ - $ 677,430 $ 22,855 For the financial assets and liabilities that were measured at fair value on a recurring basis held for the years ended December 31, 2016 and 2017, there were no transfers between Level 1 and Level 2 of the fair value hierarchy. 2) Reconciliation of Level 3 fair value measurements of financial assets The financial assets measured at Level 3 fair value were equity investments with no quoted prices classified as available-for-sale financial assets - non-current. Reconciliations for the years ended December 31, 2015, 2016 and 2017 were as follows: For the Year Ended December 31 2015 2016 2017 NT$ NT$ NT$ US$ (Note 4) Balance at January 1 $ 778,866 $ 741,089 $ 904,790 $ 30,526 Purchases 2,010 495,928 2,649 89 Total gain or loss In profit or loss (15,891 ) (100,734 ) 28 1 In other comprehensive income 21,195 (202,565 ) 17,284 583 Disposals (45,091 ) (28,928 ) (16,202 ) (547 ) Balance at December 31 $ 741,089 $ 904,790 $ 908,549 $ 30,652 3) Valuation techniques and assumptions applied for the purpose of measuring fair value a) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement Financial Instruments Valuation Techniques and Inputs Derivatives - swap contracts, forward exchange contracts and foreign currency option contracts Discounted cash flows - Future cash flows are estimated based on observable forward exchange rates at balance sheet dates and contract forward exchange rates, discounted at rates that reflected the credit risk of various counterparties. Derivatives - conversion option, redemption option and put option of convertible bonds Option pricing model - Incorporation of present value techniques and reflect both the time value and the intrinsic value of options Private-placement convertible bonds Discounted cash flows - Future cash flows are estimated based on observable stock prices at balance sheet dates and contract conversion prices, discounted at rates that reflected the credit risk of various counterparties. b) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement The fair value of the Group’s investments in unquoted shares on Level 3 fair value measurement were measured using market approach based on investees’ recent financing activities, technical development, valuation of investees comparable companies, market conditions and other economic indicators. The fair values of investments in limited partnership are measured by estimating future cash inflows from disposal (net of transaction cost). The Group recognized an impairment loss of NT$90,000 thousand and NT$50,206 thousand (US$1,694 thousand) under the line item of other gains and losses in the consolidated statements of comprehensive income for the years ended December 31, 2016 and 2017, respectively. c. Categories of financial instruments December 31 2016 2017 NT$ NT$ US$ (Note 4) Financial assets FVTPL Designated as at FVTPL $ 100,583 $ 100,496 $ 3,391 Held for trading 2,969,229 5,122,571 172,826 Available-for-sale financial assets 1,295,034 1,212,165 40,896 Loans and receivables (Note 1) 92,082,628 103,973,567 3,507,881 Financial liabilities FVTPL Held for trading 1,763,660 677,430 22,855 Measured at amortized cost (Note 2) 168,397,006 139,561,999 4,708,569 Note 1: The balances included loans and receivables measured at amortized cost which comprise cash and cash equivalents, trade and other receivables and other financial assets. Note 2: The balances included financial liabilities measured at amortized cost which comprise short-term borrowings, trade and other payables, bonds payable and long-term borrowings. d. Financial risk management objectives and policies The derivative instruments used by the Group are to mitigate risks arising from ordinary business operations. All derivative transactions entered into by the Group are designated as either hedging or trading. Derivative transactions entered into for hedging purposes must hedge risk against fluctuations in foreign exchange rates and interest rates arising from operating activities. The currencies and the amount of derivative instruments held by the Group must match its hedged assets and liabilities denominated in foreign currencies. The Group’s risk management department monitors risks to mitigate risk exposures, reports unsettled position, transaction balances and related gains or losses to the Group’s chief financial officer on monthly basis. 1) Market risk The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Gains or losses arising from fluctuations in foreign currency exchange rates of a variety of derivative financial instruments were approximately offset by those of hedged items. Interest rate risk was not significant due to the cost of capital was expected to be fixed. There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured. a) Foreign currency exchange rate risk The Group had sales and purchases as well as financing activities denominated in foreign currency which exposed the Group to foreign currency exchange rate risk. The Group entered into a variety of derivative financial instruments to hedge foreign currency exchange rate risk to minimize the fluctuations of assets and liabilities denominated in foreign currencies. The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities (including those eliminated upon consolidation) as well as derivative instruments which exposed the Group to foreign currency exchange rate risk at each balance sheet date are presented in Note 39. The Group was principally subject to the impact to exchange rate fluctuation in US$ and JPY against NT$ or CNY. 1% is the sensitivity rate used when reporting foreign currency exchange rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign currency exchange rates. The sensitivity analysis included financial assets and liabilities and inter-company receivables and payables within the Group. The changes in profit before income tax due to a 1% change in U.S. dollars and Japanese yen both against NT$ and CNY would be NT$18,000 thousand, NT$69,000 thousand and NT$101,000 thousand (US$3,408 thousand) for the years ended December 31, 2015, 2016 and 2017, respectively. Hedging contracts and hedged items have been taken into account while measuring the changes in profit before income tax. The abovementioned sensitivity analysis mainly focused on the foreign currency monetary items at the end of the year. As the year-end exposure did not reflect the exposure for the years ended December 31, 2015, 2016 and 2017, the abovementioned sensitivity analysis was unrepresentative of those years. b) Interest rate risk Except a portion of long-term borrowings and bonds payable at fixed interest rates, the Group was exposed to interest rate risk because group entities borrowed funds at floating interest rates. Changes in market interest rates will lead to variances in effective interest rates of borrowings from which the future cash flow fluctuations arise. The Group entered into a variety of derivative financial instruments to hedge interest rate risk to minimize the fluctuations of assets and liabilities denominated in interest rate. The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at each balance sheet date were as follows: December 31 2016 2017 NT$ NT$ US$ (Note 4) Fair value interest rate risk Financial liabilities $ 30,243,887 $ 17,552,955 $ 592,205 Cash flow interest rate risk Financial assets 29,977,709 39,880,736 1,345,504 Financial liabilities 65,800,323 42,270,321 1,426,124 For assets and liabilities with floating interest rates, a 100 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel. If interest rates had been 100 basis points (1%) higher or lower and all other variables held constant, the Group’s profit before income tax for the years ended December 31, 2015, 2016 and 2017 would have decreased or increased approximately by NT$117,000 thousand, NT$358,000 thousand and NT$24,000 thousand (US$810 thousand), respectively. Hedging contracts and hedged items have been taken into account while measuring the changes in profit before income tax. The abovementioned sensitivity analysis mainly focused on the interest rate items at the end of the reporting period. As the period-end exposure did not reflect the exposure for the years ended December 31, 2015, 2016 and 2017, the abovementioned sensitivity analysis was unrepresentative of those periods. c) Other price risk The Group was exposed to equity or debt price risk through its investments in financial assets at FVTPL, including private-placement convertible bonds, quoted shares, open-end mutual funds, and available-for-sale financial assets. If equity or debt prices were 1% higher or lower, profit before income tax for the years ended December 31, 2015, 2016 and 2017 would have increased or decreased approximately by NT$7,100 thousand, NT$26,000 thousand and NT$52,000 thousand (US$1,754 thousand), respectively, and other comprehensive income before income tax for the years ended December 31, 2015, 2016 and 2017 would have increased or decreased approximately by NT$10,000 thousand, NT$13,000 thousand and NT$13,000 thousand (US$439 thousand), respectively. In addition, the Group was also exposed to the Company’s ordinary share price risk through Bonds Options recognized as financial liabilities held for trading. 7% is the sensitivity rate used when reporting price risk internally to key management personnel. If the Company’s ordinary share price increased or decreased by 7%, profit before income tax for the years ended December 31, 2015, and 2016 would have decreased approximately by NT$605,000 thousand and NT$510,000 thousand, respectively, or increased approximately by NT$638,000 thousand and NT$445,000 thousand, respectively. 2) Credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s credit risk arises from cash and cash equivalents, receivables and other financial assets. The Group’s maximum exposure to credit risk was the carrying amounts of financial assets in the consolidated balance sheets. The Group dealt with counterparties creditworthy and has a credit policy and trade receivable management procedures to ensure recovery and evaluation of trade receivables. Except for those discussed in Note 9, the Group’s counterparties consisted of a large number of customers and banks and there was no significant concentration of credit risk exposure. 3) Liquidity risk The Group manages liquidity risk by maintaining adequate working capital and banking facilities to fulfill the demand for cash flow used in the Group’s operation and capital expenditure. The Group also monitors its compliance with all the loan covenants. Liquidity risk is not considered to be significant. In the table below, financial liabilities with a repayment on demand clause were included in the earliest time band regardless of the probability of counter-parties choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates. To the extent that interest flows are floating rate, the undiscounted amounts were derived from the interest rates at each balance sheet date. On Demand or Less than 1 Month 1 to 3 Months 3 Months to 1 Year 1 to 5 Years More than 5 Years NT$ NT$ NT$ NT$ NT$ December 31, 2016 Non-derivative financial liabilities Non-interest bearing $ 23,907,221 $ 20,553,395 $ 4,360,322 $ 42,285 $ 190,941 Floating interest rate liabilities 9,733,727 5,232,407 6,634,931 44,504,416 1,728,448 (continued) On Demand or Less than 1 Month 1 to 3 Months 3 Months to 1 Year 1 to 5 Years More than 5 Years NT$ NT$ NT$ NT$ NT$ Fixed interest rate liabilities $ 5,360,644 $ 1,019,221 $ 10,549,983 $ 28,553,095 $ 2,062,500 $ 39,001,592 $ 26,805,023 $ 21,545,236 $ 73,099,796 $ 3,981,889 (concluded) December 31, 2017 Non-derivative financial liabilities Non-interest bearing $ 30,695,797 $ 18,387,296 $ 4,549,468 $ 2,807 $ 176,199 Floating interest rate liabilities 6,641,541 4,153,830 5,101,178 27,196,245 900,310 Fixed interest rate liabilities 8,522,765 7,526,270 1,526,449 11,902,335 6,462,396 $ 45,860,103 $ 30,067,396 $ 11,177,095 $ 39,101,387 $ 7,538,905 On Demand or Less than 1 Month 1 to 3 Months 3 Months to 1 Year 1 to 5 Years More than 5 Years US$ (Note 4) US$ (Note 4) US$ (Note 4) US$ (Note 4) US$ (Note 4) December 31, 2017 Non-derivative financial liabilities Non-interest bearing $ 1,035,621 $ 620,354 $ 153,491 $ 95 $ 5,945 Floating interest rate liabilities 224,073 140,143 172,104 917,552 30,375 Fixed interest rate liabilities 287,543 253,923 51,500 401,563 218,029 $ 1,547,237 $ 1,014,420 $ 377,095 $ 1,319,210 $ 254,349 The amounts included above for floating interest rate instruments for non-derivative financial liabilities was subject to change if changes in floating interest rates differ from those estimates of interest rates determined at each balance sheet date. The following table detailed the Group’s liquidity analysis for its derivative financial instruments. The table was based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross cash inflows and outflows on those derivatives that require gross settlement. When the amounts payable or receivable are not fixed, the amounts disclosed have been determined by reference to the projected interest rates as illustrated by the yield curves at each balance sheet date. On Demand or Less than 1 Month 1 to 3 Months 3 Months to 1 Year NT$ NT$ NT$ December 31, 2016 Net settled Forward exchange contracts $ 22,680 $ 13,320 $ - Foreign currency option contracts $ (344 ) $ - $ - Gross settled Forward exchange contracts Inflows $ 5,134,196 $ 912,213 $ - Outflows (5,245,724 ) (915,900 ) - (111,528 ) (3,687 ) - (continued) On Demand or Less than 1 Month 1 to 3 Months 3 Months to 1 Year NT$ NT$ NT$ Swap contracts Inflows $ 5,345,159 $ 17,399,695 $ 43,537,500 Outflows (5,439,190 ) (17,540,927 ) (42,882,201 ) (94,031 ) (141,232 ) 655,299 $ (205,559 ) $ (144,919 ) $ 655,299 December 31, 2017 Net settled Forward exchange contracts $ (8,820 ) $ - $ - Gross settled Forward exchange contracts Inflows $ 3,711,302 $ 2,169,093 $ 390,379 Outflows (3,679,154 ) (2,138,635 ) (386,880 ) 32,148 30,458 3,499 Swap contracts Inflows 12,116,531 14,434,880 36,676,224 Outflows (12,189,576 ) (14,629,738 ) (36,452,898 ) (73,045 ) (194,858 ) 223,826 $ (40,897 ) $ (164,400 ) $ 227,325 (concluded) On Demand or Less than 1 Month 1 to 3 Months 3 Months to 1 Year US$ (Note 4) US$ (Note 4) US$ (Note 4) December 31, 2017 Net settled Forward exchange contracts $ (298 ) $ - $ - (Continued) On Demand or Less than 1 Month 1 to 3 Months 3 Months to 1 Year US$ (Note 4) US$ (Note 4) US$ (Note 4) Gross settled Forward exchange contracts Inflows $ 125,213 $ 73,181 $ 13,171 Outflows (124,128 ) (72,154 ) (13,154 ) 1,085 1,027 118 Swap contracts Inflows 408,790 487,007 1,237,389 Outflows (411,254 ) (493,581 ) (1,229,838 ) (2,464 ) (6,574 ) 7,551 $ (1,379 ) $ (5,547 ) $ 7,669 (Concluded) e. Reconciliation of liabilities arising from financing activities The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, of future cash flows will be, classified in the Group’s condensed consolidated statement of cash flows as cash flows from financing activities. For the year ended December 31, 2017 Short-term borrowings Bonds payable Long-term borrowings Total NT$ NT$ NT$ NT$ Balance at January 1, 2017 $ 20,955,522 $ 36,999,903 $ 53,115,563 $ 111,070,988 Financing cash flows (2,038,993 ) (1,123,972 ) (16,473,381 ) (19,636,346 ) Non-cash changes Amortization of issuance cost - 319,463 5,790 325,253 Converted to ordinary shares in current period - (11,650,369 ) - (11,650,369 ) Effects of exchange rate changes (954,058 ) (1,402,245 ) (1,241,344 ) (3,597,647 ) Balance at December 31, 2017 $ 17,962,471 $ 23,142,780 $ 35,406,628 $ 76,511,879 Short-term borrowings Bonds payable Long-term borrowings Total US$ (Note 4) US$ (Note 4) US$ (Note 4) US$ (Note 4) Balance at January 1,2017 $ 707,001 $ 1,248,310 $ 1,792,023 $ 3,747,334 Financing cash flows (68,792 ) (37,920 ) (555,782 ) (662,494 ) Non-cash changes Amortization of issuance cost - 10,778 195 10,973 Converted to ordinary shares in current period - (393,062 ) - (393,062 ) Effects of exchange rate changes (32,188 ) (47,310 ) (41,881 ) (121,379 ) Balance at December 31, 2017 $ 606,021 $ 780,796 $ 1,194,555 $ 2,581,372 |